Common use of Closing Deliveries Clause in Contracts

Closing Deliveries. (a) At Closing, Purchaser shall: (i) deliver, or cause to be delivered, to each Seller, duly executed instruments of transfer of such Seller’s Proportional Share of the Consideration Shares in favor of such Seller; and (ii) deliver, or cause to be delivered, to each Seller, the written legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, Cayman Islands counsel for Purchaser, addressed to Sellers and dated as of the Closing Date, in the form set forth in Exhibit F. (b) At Closing, the Company and Sellers shall deliver, or cause to be delivered, to Purchaser the following documents or instruments: (i) duly executed instruments of transfer of the Acquired Shares in favor of Purchaser; (ii) share certificates representing Sellers’ ownership of the Acquired Shares (for cancellation); (iii) a copy of the register of members of the Company dated as of the Closing Date and certified by the Company’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition of the Acquired Shares; (iv) a share certificate representing Purchaser’s ownership of the Acquired Shares; (v) the written resignation of all directors of the Company from the board of directors of the Company and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon Closing; (vi) a certificate of incumbency dated as of the Closing Date and issued by the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the Company; (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit D; (viii) the written legal opinion of Zhong Lun Law Firm, PRC counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit E; (ix) the minutes of the board meetings of the Company resolving that: (1) the instruments of transfer referred to in paragraph (i) above shall be approved for; (2) the resignation of the directors of the Company referred to in paragraphs (v) shall be accepted; and (3) such persons as Purchaser may nominate shall be appointed as the new directors of the Company; and (x) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company Subsidiaries.

Closing Deliveries. (a) At ClosingOn the Closing Date, Purchaser shall: (i) deliver, the Company will deliver or cause to be delivered, delivered to each SellerBuyer (the "Company Documents"): (A) the items required to be delivered to Buyer pursuant to Section 8, duly executed instruments of transfer of such Seller’s Proportional Share of by the Consideration Shares in favor of such Seller; andCompany where so required, (iiB) deliver, or cause to be delivered, to each Seller, the written omitted, (C) a legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇the Company's counsel, Cayman Islands counsel for Purchaser, addressed to Sellers and dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer and in substantially the same form set forth as Exhibit F attached hereto in Exhibit F.relation to the Company, the applicable Debenture, the applicable Warrant and the Transaction Documents ("Closing Legal Opinion"), (bD) At Closinga duly executed Debenture with a principal amount equal to such Buyer's Subscription Amount, divided by 0.8 to account for the Original Issue Discount, registered in the name of such Buyer, (E) a duly executed Warrant registered in the name of such Buyer to purchase up to a number of shares of Common Stock equal to the Warrant Amount (as defined in Section 1(b)(iv)) with an exercise price equal to the Initial Warrant Exercise Price (as defined in Section 1(b)(iv)) subject to adjustment therein, (F) Limited Standstill Agreements, duly executed by each of the Designated Insiders (as defined in Section 4(m)); (G) The Company shall have delivered to such Buyer a true copy of certificate evidencing the formation and good standing of the Company and Sellers each of its Subsidiaries in such entity's jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within 10 days of the Closing Date. (H) The Company shall deliverhave delivered to such Buyer a true copy of certificate evidencing the Company's qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business, as of a date within five (5) days of the Closing Date. (I) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of the State of Delaware as of a date that is five (5) days prior to the Closing Date. On the Closing Date, each Buyer shall deliver or cause to be delivered, delivered to Purchaser the Company the following documents or instruments:(the "Buyer Documents"): (iA) this Securities Purchase Agreement and the Registration Rights Agreement duly executed instruments of transfer of the Acquired Shares in favor of Purchaser;by such Buyer, (iiB) share certificates representing Sellers’ ownership of such Buyer's Subscription Amount by wire transfer to the Acquired Shares (for cancellation); (iii) a copy of the register of members of account as specified in writing by the Company dated as of the Closing Date and certified by the Company’s registered agent in the British Virgin Islands, (subject to offsets for any expenses to which gives effect to Purchaser’s acquisition of the Acquired Shares; (iv) a share certificate representing Purchaser’s ownership of the Acquired Shares; (v) the written resignation of all directors of the Company from the board of directors of the Company and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon Closing; (vi) a certificate of incumbency dated as of the Closing Date and issued by the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the Company; (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit D; (viii) the written legal opinion of Zhong Lun Law Firm, PRC counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit E; (ix) the minutes of the board meetings of the Company resolving that: (1) the instruments of transfer referred to in paragraph (i) above shall be approved for; (2) the resignation of the directors of the Company referred to in paragraphs (v) shall be accepted; and (3) such persons as Purchaser may nominate shall be appointed as the new directors of the Company; and (x) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company SubsidiariesBuyer is entitled).

Closing Deliveries. (a) At the Closing, Purchaser shalleach Seller (as applicable) shall deliver or cause to be delivered to the Purchaser: (i) deliverstock certificates evidencing the Transferred Subsidiary Shares duly endorsed in blank, or cause accompanied by stock powers duly executed in blank and with all required stock transfer tax stamps affixed; (ii) the ▇▇▇▇ of Sale, the Deeds with all Conveyance Tax stamps affixed, each Assignment of Lease, the Assignment of Transferred Intellectual Property and such other instruments, in form and substance reasonably satisfactory to the Purchaser, as may be reasonably requested by the Purchaser to effect the transfer of the Transferred Assets to the Purchaser or evidence such transfer on the public records, in each case duly executed by the applicable Asset Seller; (iii) the Assumption Agreement executed by each applicable Asset Seller; (iv) executed counterparts of each Ancillary Agreement other than the Ancillary Agreements delivered pursuant to Section 2.10(a) (ii) and (iii); (v) a receipt for the Purchase Price, as adjusted in accordance with this Agreement; (vi) a true and complete copy, certified by the Secretary or an Assistant Secretary of the applicable Seller, of the resolutions duly and validly adopted by the Board of Directors of such Seller evidencing its authorization of the execution and delivery of this Agreement and each applicable Ancillary Agreement and the consummation of the transactions contemplated hereby and thereby; (vii) a certificate of the Secretary or an Assistant Secretary of each Seller certifying the names and signatures of the officers or other authorized Person of such Seller authorized to sign this Agreement and each applicable Ancillary Agreement and the other documents to be delivered, to delivered hereunder and thereunder; (viii) a certificate of the Secretary or an Assistant Secretary of each Seller, duly executed instruments of Transferred Subsidiary certifying that the transfer of such Seller’s Proportional Share the Transferred Subsidiary Shares has been duly noted in the corporate records of the Consideration Shares corresponding Transferred Subsidiary; (ix) evidence that, after the Closing Date, the Business and all Receivables generated by the Mexican Business after the Closing Date shall not be subject to any securitization program of Rhodia or its Affiliates or any related Encumbrances other than Permitted Encumbrances; (x) written resignations or evidence of removal of each of the directors of the Transferred Subsidiaries; (xi) (A) evidence of the release of all liens (other than Permitted Encumbrances) on the Transferred Assets and (B) pay-off letters and evidence of the release of all liens (other than Permitted Encumbrances) on the Transferred Assets relating to the certain sale and leaseback transactions described in favor item 45 of such SellerSection 3.04(c) and item 2 of Section 3.07 of the Disclosure Schedule; and (iixii) deliver, a certificate of a duly authorized officer or cause to be delivered, to each Seller, the written legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, Cayman Islands counsel for Purchaser, addressed to Sellers and dated as other authorized Person of the Closing Date, in Sellers certifying as to the form matters set forth in Exhibit F.Section 8.02(a). (b) At the Closing, the Company and Sellers Purchaser shall deliver, deliver or cause to be delivered, delivered to Purchaser the following documents or instruments:Sellers (except as set forth in (vi) below): (i) duly executed instruments of the Purchase Price, as adjusted in accordance with this Agreement, by wire transfer of in immediately available funds to the Acquired Shares in favor of PurchaserPurchase Price Bank Account; (ii) share certificates representing Sellers’ ownership executed counterparts of each Ancillary Agreement to which the Acquired Shares (for cancellation)Purchaser is a party; (iii) a copy of the register of members of the Company dated as of the Closing Date true and complete copy, certified by the Company’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition Secretary or an Assistant Secretary of the Acquired SharesPurchaser, of the resolutions duly and validly adopted by the Board of Directors of the Purchaser and the stockholders of the Purchaser evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby; (iv) a share certificate representing Purchaser’s ownership of the Acquired SharesSecretary or an Assistant Secretary of the Purchaser certifying the names and signatures of the officers of the Purchaser authorized to sign this Agreement and the Ancillary Agreements and the other documents to be delivered hereunder and thereunder; (v) the written resignation a certificate of all directors a duly authorized officer of the Company from Purchaser certifying as to the board of directors of the Company and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon Closing;matters set forth in Section 8.01(a); and (vi) the Estimated Mexican Net Debt by wire transfer in immediately available funds to a bank account or bank accounts to be designated by Rhodia in a written notice to the Purchaser at least five Business Days before the Closing. (c) At the Closing, Parent shall deliver or cause to be delivered to the Sellers, a certificate of incumbency dated as the Secretary or an Assistant Secretary of Parent certifying the names and signatures of the Closing Date and issued by the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors officers of the Company; (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed Parent authorized to Purchaser dated as of the Closing Date, in the form set forth in Exhibit D; (viii) the written legal opinion of Zhong Lun Law Firm, PRC counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit E; (ix) the minutes of the board meetings of the Company resolving that: (1) the instruments of transfer referred to in paragraph (i) above shall be approved for; (2) the resignation of the directors of the Company referred to in paragraphs (v) shall be accepted; and (3) such persons as Purchaser may nominate shall be appointed as the new directors of the Company; and (x) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company Subsidiariessign this Agreement.

Closing Deliveries. (a) At or prior to the Closing, Purchaser shallthe Sellers shall deliver to the Buyer: (i) deliverthe Purchased Assets; (ii) evidence that the Sellers have, at the Sellers’ expense and without cost or cause other adverse consequence to be deliveredthe Buyer, sent all notices, made all filings and obtained all Consents (except for Consents under Third Party Agreements) and Orders required in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby; (iii) all Ancillary Agreements to each Sellerwhich any Seller is a party, dated the Closing Date and duly executed instruments of transfer of by such Seller’s Proportional Share ; (iv) evidence of the Consideration Shares acceptance of employment with the Buyer of at least ninety percent (90%) of the Identified Employees, including each of the individuals named by the Buyer in favor writing and delivered to the Sellers on or prior to the date hereof; (v) restrictive covenant and work made for hire agreements executed by each Transferred Employee in form and substance reasonably satisfactory to the Buyer; (vi) an opinion of such Sellercounsel to the Sellers, dated the Closing Date, substantially in the form of Exhibit A; (vii) a certificate dated the Closing Date executed by the President or other authorized officer of each Seller certifying as to the satisfaction of each of the conditions set forth in Article VI substantially in the form of Exhibit B; (viii) a certificate dated the Closing Date executed by the Secretary of each Seller certifying as to the director, stockholder and other resolutions authorizing the Transaction Documents substantially in the form of Exhibit C; (ix) good standing certificates for each Seller dated within ten (10) days prior to the Closing Date from its jurisdiction of organization; (x) evidence of the release of all Encumbrances on the Purchased Assets; (xi) all documents obtained by the Sellers pursuant to Section 6.3; and (iixii) deliversuch other agreements, or cause certificates, instruments and documents as the Buyer may reasonably request in order to be delivered, to each Seller, fully consummate the written legal opinion transactions contemplated by and carry out the purposes and intent of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, Cayman Islands counsel for Purchaser, addressed to Sellers and dated as of the Closing Date, in the form set forth in Exhibit F.this Agreement. (b) At or prior to the Closing, the Company and Sellers Buyer shall deliver, or cause deliver to be delivered, to Purchaser the following documents or instrumentsSellers: (i) duly executed instruments of the Closing Payment by wire transfer of to the Acquired Shares in favor of PurchaserSellers’ Account; (ii) share certificates representing Sellers’ ownership of all Ancillary Agreements to which the Acquired Shares (for cancellation)Buyer is a party, dated the Closing Date and duly executed by the Buyer; (iii) a copy of the register of members of the Company certificate dated as of the Closing Date and certified executed by the Company’s registered agent President or other authorized officer of the Buyer certifying as to the satisfaction of each of the conditions set forth in Article VII substantially in the British Virgin Islands, which gives effect to Purchaser’s acquisition form of the Acquired SharesExhibit D; (iv) a share certificate representing Purchaser’s ownership dated the Closing Date executed by the Secretary of the Acquired Shares;Buyer certifying as to the director, stockholder and other resolutions authorizing the Transaction Documents substantially in the form of Exhibit E; and (v) the written resignation of all directors of the Company from the board of directors of the Company such other agreements, certificates, instruments and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon Closing; (vi) a certificate of incumbency dated as of the Closing Date and issued by the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed documents as the new directors Sellers may reasonably request in order to fully consummate the transactions contemplated by and carry out the purposes and intent of the Company; (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit D; (viii) the written legal opinion of Zhong Lun Law Firm, PRC counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit E; (ix) the minutes of the board meetings of the Company resolving that: (1) the instruments of transfer referred to in paragraph (i) above shall be approved for; (2) the resignation of the directors of the Company referred to in paragraphs (v) shall be accepted; and (3) such persons as Purchaser may nominate shall be appointed as the new directors of the Company; and (x) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company Subsidiariesthis Agreement.

Closing Deliveries. At the Closing: (a) At ClosingBuyer will deliver the Purchase Price together with any payments in respect of Indebtedness and/or Transaction Expenses by wire transfer in accordance with Section 1.2, Purchaser shallas allocated in accordance with Section 1.2; (b) Buyer’s deliveries in accordance with Section 1.2 above will include deposit with Citibank, N.A. (the “Escrow Agent”), as agent to Buyer and the Sellers, the sum of $1,200,000.00 (the “Adjustment Escrow Amount”) into an escrow account designated by the Escrow Agent (the “Adjustment Escrow Account”),the sum of $450,000.00 (the “Indemnity Escrow Amount”) into an escrow account designated by the Escrow Agent (the “Indemnity Escrow Account”), and the Regulatory Permit Escrow Amount into an escrow account designated by the Escrow Agent (the “Regulatory Permit Escrow Account”), each to be governed by the terms of this Agreement and of an Escrow Agreement substantially in the form of Exhibit B (the “Escrow Agreement”). The Escrow Agreement shall provide that the Adjustment Escrow Amount will be used to satisfy the post-Closing adjustment to Estimated Cash Consideration, if any, pursuant to Section 1.3 (Working Capital Adjustment), the Indemnity Escrow Amount will be used to satisfy the Sellers’ obligations, if any, pursuant to ARTICLE 10 (Indemnification) and the Regulatory Permit Escrow Amount will be used to satisfy the Sellers’ obligations pursuant to Section 10.1(a)(vii). The Escrow Agreement shall also provide that on the Indemnity Release Date, the balance of the Indemnity Escrow Amount (less any amount subject to an unresolved claim under ARTICLE 10 (a “Pending Claim”)), and on the date that all Regulatory Permits have been approved or denied by Government Bodies (the “Regulatory Permit Release Date”), the balance of the Regulatory Permit Escrow Amount (less any amount subject to a Pending Claim) shall be released to the Sellers’ Representative (on behalf of the Sellers) and that the Buyer and the Sellers’ Representative shall deliver a joint written authorization to the Escrow Agent to effect the same; (c) Buyer will execute and deliver to the Sellers and the Escrow Agent a counterpart to the Escrow Agreement; (d) The Sellers will: (i) deliverexecute and deliver to Buyer an assignment with respect to the Purchased Stock and Rollover Interests, or cause free and clear of all Liens, in the form reasonably satisfactory to be delivered, to each Seller, duly executed instruments of transfer of such Seller’s Proportional Share of the Consideration Shares in favor of such Seller; andBuyer; (ii) delivernot less than three (3) Business Days before the Closing, or cause deliver to Buyer Exhibit A setting forth the Estimated Closing Statement (and the component parts thereof), together with a certificate executed by an authorized officer of each of the Company certifying as to the matters set forth therein in the form reasonably satisfactory to Buyer; (iii) not less than three (3) Business Days before the Closing, deliver the Payoff Letter, in the form reasonably satisfactory to Buyer, with respect to any Indebtedness which is to be deliveredrepaid at Closing, with all consents and authority necessary to release and terminate any and all Liens on assets of the Company in favor of the lenders under such Indebtedness; (iv) not less than three (3) Business Days before the Closing, deliver final bills and wire transaction instructions from each payee of any portion of the Transaction Expenses (other than for fifty percent (50%) of the R&W Insurance Premium); (v) execute and deliver to Buyer a properly executed certification in form and substance satisfactory to Buyer that the interests in the Company, including the Company Stock, are not “U.S. real property interests” in accordance with Treasury Regulations under Sections 897 and 1445 of the Code, together with authorization for Buyer, as agent for the Company, to each Sellerdeliver a copy of the certification, along with the appropriate notification, to the IRS on behalf of the Company, in accordance with the provisions of Section 1.897-2(h)(2) of the Treasury Regulations; (vi) execute and deliver to Buyer and the Escrow Agent a counterpart to the Escrow Agreement; (vii) deliver to Buyer evidence of the issuance of the D&O Tail Policy provided for in Section 6.3 below; (viii) written legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇resignations, Cayman Islands counsel for Purchaser, addressed to Sellers and dated effective as of the Closing Date, in the form set forth in Exhibit F. (b) At Closing, the Company and Sellers shall deliver, or cause to be delivered, to Purchaser the following documents or instruments: (i) duly executed instruments of transfer of the Acquired Shares in favor of Purchaser; (ii) share certificates representing Sellers’ ownership of the Acquired Shares (for cancellation); (iii) a copy of the register of members of the Company dated as of the Closing Date and certified by the Company’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition of the Acquired Shares; (iv) a share certificate representing Purchaser’s ownership of the Acquired Shares; (v) the written resignation of all directors of the Company from the board of directors each officer of the Company and the written resignation of all legal representatives and directors member of the Company Subsidiaries from their respective offices, effective upon Company’s Board of Directors who Buyer request to resign prior to Closing;; and (viix) deliver a certificate of incumbency dated good standing for the Company issued as of a date not earlier than five (5) Business Days before the Closing Date and issued by the Company’s registered agent Secretary of State of North Carolina and each jurisdiction in which the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the Company;Company is authorized to do business. (viie) the written legal opinion of ▇▇Seller ▇▇▇▇ Westwood & Riegelswill, British Virgin Islands counsel for not less than three (3) Business Days before the CompanyClosing, addressed to Purchaser dated as of deliver the Closing DatePayoff Letter, in the form set forth reasonably satisfactory to Buyer, with respect to any Indebtedness which is to be repaid at Closing, with all consents and authority necessary to release and terminate any and all Liens on assets of HSW in Exhibit D; (viii) the written legal opinion of Zhong Lun Law Firm, PRC counsel for the Company, addressed to Purchaser dated as favor of the Closing Date, in the form set forth in Exhibit E; (ix) the minutes of the board meetings of the Company resolving that: (1) the instruments of transfer referred to in paragraph (i) above shall be approved for; (2) the resignation of the directors of the Company referred to in paragraphs (v) shall be accepted; and (3) lenders under such persons as Purchaser may nominate shall be appointed as the new directors of the Company; and (x) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company SubsidiariesIndebtedness.

Closing Deliveries. At or prior to the Closing, (a) At ClosingChemtura shall, and shall cause the other Sellers to, deliver or cause to be delivered to Purchaser shall(and, where applicable, the Country-Specific Purchasers) the following: (i) deliveran executed copy of an assignment and assumption agreement, or cause to be deliveredsubstantially in the form of Exhibit A, to each Sellerproviding for the assumption of Assumed Liabilities by Purchaser (the “Assignment and Assumption Agreement”); (ii) executed copies of the International Asset Purchase Agreements; (iii) executed copies of the International Stock Purchase Agreements; (iv) such bills of sale, duly executed certificates of title and other instruments of transfer and conveyance as are reasonably necessary to transfer (or record with any Governmental Authority the transfer of) the Transferred Assets in accordance herewith; (v) an executed copy of the Transition Services Agreement; (vi) an executed copy of each Supply Agreement; (vii) an executed copy of the IP License Agreement; (viii) an executed copy of each of the Brazilian Closing Agreements; (ix) executed assignment and assumption agreements, substantially in the form attached hereto as Exhibit B (subject to changes in such form as may be required by local Laws or as may be customary in each jurisdiction), with respect to each Transferred Real Property Lease (collectively, the “Real Property Lease Assignments”); (x) certificates representing the Equity Interests in the Transferred Entities, duly endorsed in blank or accompanied with appropriate stock powers and with all stock transfer Tax stamps affixed if stock, or duly executed assignments of such Equity Interests which are not held in the form of stock, or other documents as may be necessary under applicable Laws to transfer ownership of such Equity Interests to Purchaser or its specified designees; (xi) a certificate from each relevant Seller’s Proportional Share , in form and substance reasonably satisfactory to Purchaser, establishing that the transfer of any Transferred Asset that is a United States real property interest within the meaning of Section 897(c) of the Consideration Shares Code is exempt from withholding under Section 1445 of the Code; (xii) resignations of those officers and directors of any Transferred Entity that Purchaser shall request in favor writing at least 5 Business Days prior to the Closing; (xiii) certificate of such Sellergood standing (or the functional equivalent thereof, if any, in the applicable jurisdiction) of each Transferred Entity identified with an asterisk on Schedule B in its applicable jurisdiction of formation dated no earlier than ten Business Days prior to the Closing Date; (xiv) payoff letters and lien releases with respect to any Closing Indebtedness that constitutes indebtedness for borrowed money (and any other liens agreed upon in good faith by the parties), in a form reasonably acceptable to the parties; and (iixv) deliver, unaudited consolidated statements of income of the Business in a form substantially similar to the “Hyperion P&L” statements contained in the “Project Platinum” online data room (items 3.2.29.1 and 3.2.29.2) for each month in calendar year 2014 ended 45 days or cause more prior to be delivered, to each Seller, the written legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, Cayman Islands counsel for Purchaser, addressed to Sellers and dated as of the Closing Date, in the form set forth in Exhibit F.. (b) At ClosingPurchaser (and, where applicable, the Company and Sellers Country-Specific Purchasers) shall deliver, or cause deliver to be delivered, to Purchaser Chemtura the following documents or instrumentsfollowing: (i) duly an executed instruments copy of transfer each of the Acquired Shares in favor of PurchaserAssignment and Assumption Agreement; each International Asset Purchase Agreement; each International Stock Purchase Agreement; the Transition Services Agreement; the Supply Agreements; the IP License Agreement; the Real Property Lease Assignments; and the Brazilian Closing Agreements; (ii) share certificates representing Sellers’ ownership all such other documents and instruments of assumption as shall be reasonably necessary for Purchaser (and, where applicable, the Acquired Shares (for cancellation);Country-Specific Purchasers) to assume the Assumed Liabilities in accordance herewith; and (iii) a copy stock certificates or, at Chemtura’s option, evidence of the register shares in book-entry form, representing 2,000,000 shares of members of the Company dated as of the Closing Date and certified by the Company’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition of the Acquired Shares; (iv) a share certificate representing Purchaser’s ownership of the Acquired Shares; (v) the written resignation of all directors of the Company from the board of directors of the Company and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon Closing; (vi) a certificate of incumbency dated as of the Closing Date and issued by the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the Company; (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit D; (viii) the written legal opinion of Zhong Lun Law Firm, PRC counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit E; (ix) the minutes of the board meetings of the Company resolving that: (1) the instruments of transfer referred to in paragraph (i) above shall be approved for; (2) the resignation of the directors of the Company referred to in paragraphs (v) shall be accepted; and (3) such persons as Purchaser may nominate shall be appointed as the new directors of the Company; and (x) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company SubsidiariesCommon Stock.

Closing Deliveries. At Closing the parties will deliver or cause to be delivered the following in form and substance reasonably satisfactory to the other parties: (a) At ACS2 will deliver to the LLC stock certificates evidencing all Advanced Stock, duly endorsed by ACS2 or with stock powers attached; provided, however, that ACS2 will not be deemed in breach of this Agreement if it fails to obtain the same from its shareholders. (b) Dynamic will deliver to the LLC stock certificates evidencing the outstanding capital stock of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached. (c) Advanced, Dynamic and the LLC will each execute and deliver Acceptance and Contribution Contracts, the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3. (d) ACS2 and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests in the LLC, (in the form attached hereto as Exhibit 6.14(d).) (e) Advanced will deliver the cancellation agreements referenced in Section 1.7; provided, however, that Advanced will not be deemed in breach of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs. (f) Each party will deliver to the other parties a certificate of an officer of delivering party, dated as of Closing, Purchaser shallcertifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as of the Closing, and (iii) each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as of the Closing. (g) Each party will deliver an opinion of its legal counsel, in form and substance reasonably acceptable to the receiving party(ies). (h) Each party shall deliver such customary certificates of its officers and such other customary closing documentation as may be reasonably requested by the other parties, including without limitation: (i) deliverCertificates of Existence and/or "Good Standing" regarding the delivering party and its subsidiaries, or cause to be delivered, to each Seller, duly executed instruments certified by the appropriate Secretary of transfer of such Seller’s Proportional Share of the Consideration Shares in favor of such Seller; and (ii) deliver, or cause to be delivered, to each Seller, the written legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, Cayman Islands counsel for Purchaser, addressed to Sellers State and dated as within ten (10) business days of the Closing Date, in the form set forth in Exhibit F. (b) At Closing, the Company and Sellers shall deliver, or cause to be delivered, to Purchaser the following documents or instruments: (i) duly executed instruments of transfer of the Acquired Shares in favor of Purchaser; (ii) share certificates representing Sellers’ ownership Incumbency Certificates certifying the identity of the Acquired Shares (for cancellation);officers of the delivering party and its subsidiaries; and (iii) a copy of the register of members of the Company dated Charters or Operating Agreements, as of the Closing Date and certified by the Company’s registered agent in the British Virgin Islandsappropriate Secretary of State within ten (10) business days of Closing, which gives effect to Purchaser’s acquisition and Bylaws, as certified by an appropriate officer as of Closing, of the Acquired Shares;delivering party and its subsidiaries. (iv) a share certificate representing Purchaser’s ownership of the Acquired Shares; (v) the written resignation copies of all directors resolutions and/or unanimous written consent actions adopted by or on behalf of the Company from the board of directors and, if applicable, the stockholders of each party authorizing the Company and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective officestransactions contemplated hereunder, effective upon Closing; (vi) a certificate of incumbency dated certified by an officer as of the date of Closing Date and issued by in form reasonably acceptable to the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the Company; (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit D; (viii) the written legal opinion of Zhong Lun Law Firm, PRC counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit E; (ix) the minutes of the board meetings of the Company resolving that: (1) the instruments of transfer referred to in paragraph (i) above shall be approved for; (2) the resignation of the directors of the Company referred to in paragraphs (v) shall be accepted; and (3) such persons as Purchaser may nominate shall be appointed as the new directors of the Company; and (x) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company Subsidiariesreceiving party.

Closing Deliveries. At the Closing, the parties shall cause the following to be delivered: (a) At Closing, Purchaser shallClyra will deliver to Scion and the Company the following items: (i1) deliveran Officer’s Certificate executed on behalf of Clyra by one of its officers, or cause providing a copy of resolutions of the board of directors and shareholders of Clyra approving the execution and delivery of this Agreement and the other agreements and documents to be delivered, to each Seller, duly executed instruments of transfer of such Seller’s Proportional Share delivered pursuant hereto and the consummation of the Consideration Shares transactions described herein, and certifying that the resolutions are a true and correct copy; (2) an executed ▇▇▇▇ of Sale, Assignment and Assumption, substantially in favor the form attached to this Agreement as Exhibit E transferring and assigning all of such Sellerthe Clyra Assets to the Company; and (ii3) deliveran executed Intellectual Property Contribution and Assignment Agreement substantially in the form attached to this Agreement as Exhibit F transferring and assigning all of Clyra’s Intellectual Property to the Company. (b) Scion will deliver to Clyra and the Company: (1) a Manager’s Certificate executed on behalf of Scion by its Manager, certifying as to member and manager resolutions, with a copy of such resolutions attached as an exhibit thereto as well as certification that none of the foregoing have been modified, rescinded, or cause revoked, which resolutions authorize and approve the execution, delivery and performance of this Agreement; (2) an executed ▇▇▇▇ of Sale, Assignment and Assumption, substantially in the form attached to be delivered, this Agreement as Exhibit G transferring and assigning all of the Scion Assets to the Company; and (3) an executed Intellectual Property Contribution and Assignment Agreement substantially in the form attached to this Agreement as Exhibit H transferring and assigning all of Scion’s Intellectual Property to the Company; (4) a counterpart of the Escrow Agreement substantially in the form attached to this Agreement as Exhibit B executed by an authorized officer of the Company; and (5) executed Consulting Agreements between the Company and each Seller, the written legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇. ▇▇▇▇▇ & ▇▇▇▇▇, and ▇▇▇▇▇ ▇▇▇▇▇▇, Cayman Islands counsel for Purchaser, addressed to Sellers and dated as of the Closing Date, substantially in the form set forth in attached to this Agreement as Exhibit F.I. (bc) At Closing, the The Company and Sellers shall deliver, or cause will deliver to be delivered, to Purchaser the following documents or instrumentsScion: (1) a Secretary’s Certificate executed on behalf of the Company by its Secretary, certifying as to (i) duly executed instruments of transfer complete and accurate copies of the Acquired Shares in favor of Purchaser; Company’s Organizational Documents, which will be attached as an exhibit thereto, (ii) share certificates representing Sellers’ ownership shareholder and board resolutions authorizing the execution, delivery and performance of this Agreement, attached as an exhibit thereto, and further certifying that none of the Acquired Shares (for cancellation); foregoing have been modified, rescinded, or revoked, and (iii) a copy list of the register of members of the Company dated as of the Closing Date directors and certified by the Company’s registered agent in the British Virgin Islands, which gives effect officers authorized to Purchaser’s acquisition of the Acquired Shares; (iv) a share certificate representing Purchaser’s ownership of the Acquired Shares; (v) the written resignation of all directors of the Company from the board of directors of the Company and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon Closing; (vi) a certificate of incumbency dated as of the Closing Date and issued by the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors sign agreements on behalf of the Company; (vii2) the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed to Purchaser dated as a counterpart of the Closing Date, Escrow Agreement substantially in the form set forth in attached to this Agreement as Exhibit DB executed by an authorized officer of the Company; (viii3) the written legal opinion a copy of Zhong Lun Law Firm, PRC counsel for the Company, addressed to Purchaser dated as share certificates representing all of the Closing DateScion Common Shares, and the Scion Redeemable Shares, the original of which certificates will be delivered to the Escrow Agent at Closing; and (4) a Promissory Note in the form set forth in attached to this Agreement as Exhibit E;D executed by an authorized officer of the Company. (ixd) the minutes of the board meetings of the The Company resolving thatwill deliver to Clyra: (1) a Secretary’s Certificate executed on behalf of the instruments of transfer referred Company by its Secretary, certifying as to in paragraph (i) above shall complete and accurate copies of the Company’s Organizational Documents, which will be approved forattached as an exhibit thereto, (ii) shareholder and board resolutions authorizing the execution, delivery and performance of this Agreement, attached as an exhibit thereto, and further certifying that none of the foregoing have been modified, rescinded, or revoked, and (iii) a list of the directors and officers authorized to sign agreements on behalf of the Company; (2) the resignation a counterpart of the directors Escrow Agreement substantially in the form attached to this Agreement as Exhibit B executed by an authorized officer of the Company; (3) a copy of share certificates representing all of the Scion Common Shares, and the Scion Redeemable Shares, the original of which certificates will be delivered to the Escrow Agent at Closing; (4) an original share certificate representing all of the Clyra Common Shares and all of the Clyra Preferred Shares; and (5) an executed counterpart of the Promissory Note. (e) The Company referred will deliver to in paragraphs the Escrow Agent: (v1) shall be acceptedan executed copy of this Agreement; (2) an executed Escrow Agreement; and (3) such persons as Purchaser may nominate shall be appointed as the new directors original share certificates representing all of the Company; and (x) the complete set of company seals and chops (including common chopScion Common Shares, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company SubsidiariesScion Redeemable Shares.

Closing Deliveries. (a) At Closing, Purchaser shall: (i) deliverAt the Mandatory Issuance Closing or any Mandatory Issuance Subsequent Closing, as the case may be, Holdings shall deliver to Purchaser (A) certificates evidencing such number of shares of Common Stock (as calculated in accordance with Section 3(b)(ii) above) (the "Mandatory Issuance Shares"), pursuant to the Mandatory Issuance Notice to which the Mandatory Issuance Closing or cause such Mandatory Issuance Subsequent Closing relates, in definitive form and registered in the name of Purchaser and/or such assigns permitted pursuant to be deliveredthe Note and in such denominations as Purchaser shall reasonably request, to each Seller, duly executed instruments of transfer of such Seller’s Proportional Share (B) proof of the Consideration payment prior to such Mandatory Issuance Closing Date of applicable documentary stamp taxes and any other fees or costs imposed on the issuance of the Mandatory Issuance Shares in favor by any Governmental Agency having jurisdiction over such issuance, (C) an executed signature page of such Seller; andthe Subscription Agreement, a form of which is attached hereto as Exhibit A (the "Subscription Agreement") and (D) an executed signature page of the Note Assignment, a form of which is attached hereto as Exhibit B (the "Note Assignment"). (ii) deliverAt the Mandatory Issuance Closing or any Mandatory Issuance Subsequent Closing, or cause to be delivered, to each Seller, as the written legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, Cayman Islands counsel for Purchaser, addressed to Sellers and dated as of the Closing Date, in the form set forth in Exhibit F. (b) At Closingcase may be, the Company and Sellers shall deliver, or cause to be delivered, deliver to Purchaser (A) an amount in cash equal to the following documents or instruments: sum of (ix) duly executed instruments of transfer any accrued and unpaid interest (other than accrued and unpaid interest added to the Invested Principal Amount pursuant Section 2.01 of the Acquired Shares Notes) in favor of Purchaser; (ii) share certificates representing Sellers’ ownership respect of the Acquired Shares Notes assigned pursuant to the Mandatory Issuance Notice delivered to Holdings under Section 3(b)(ii) above, (for cancellation);y) any cash payment in lieu of any fractional share of Common Stock pursuant to Section 3(b)(ii) above, and (z) the Redemption Payment, and (B) a new Note representing the Current Invested Principal Amount, if any. (iii) a copy At the Mandatory Issuance Closing or any Mandatory Issuance Subsequent Closing, as the case may be, Purchaser shall deliver to Holdings (A) an executed signature page of the register of members Subscription Agreement, (B) an executed signature page of the Company dated Note Assignment, (C) such number of Notes owned by Purchaser with an aggregate principal amount equal to the Conversion Principal Amount as of the Closing Date and certified by the Company’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition of the Acquired Shares; (iv) a share certificate representing Purchaser’s ownership of the Acquired Shares; (v) the written resignation of all directors of the Company from the board of directors of the Company and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon Closing; (vi) a certificate of incumbency dated as of the Closing Date and issued by the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the Company; (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit the Mandatory Issuance Notice to which the Mandatory Issuance Closing or such Mandatory Issuance Subsequent Closing relates, together with an instrument of transfer reasonably satisfactory to Holdings duly executed by Purchaser, and (D; (viii) the written legal opinion of Zhong Lun Law Firm, PRC counsel Issuance Purchase Price for the CompanyMandatory Issuance Shares. Upon such delivery, addressed and subject to Purchaser dated as of Section 3(c) above, Holdings shall receive the Closing Date, in relevant Notes and all the form set forth in Exhibit E; (ix) rights pertaining to a holder thereof other than the minutes of the board meetings of the Company resolving that: (1) the instruments of transfer referred to in paragraph (i) above shall be approved for; (2) the resignation of the directors of the Company referred to in paragraphs (v) shall be accepted; and (3) such persons as Purchaser may nominate shall be appointed as the new directors of the Company; and (x) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company SubsidiariesExchange Rights.

Closing Deliveries. (a) At ClosingLender shall have received each of the following documents, Purchaser instruments and agreements, each of which shall be in form and substance and executed in such counterparts as shall be acceptable to Lender and each of which shall, unless otherwise indicated, be dated the Effective Date: (i) deliveran Amended and Restated Promissory Note payable to the order of Lender in the amount of the Commitment (as increased pursuant to this Agreement), or cause to be delivered, to each Sellersubstantially in the form of Exhibit A attached hereto (the “Amended Note”), duly executed instruments of transfer of such Seller’s Proportional Share of the Consideration Shares in favor of such Seller; and (ii) deliver, or cause to be delivered, to each Seller, the written legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, Cayman Islands counsel for Purchaser, addressed to Sellers and dated as of the Closing Date, in the form set forth in Exhibit F. (b) At Closing, the Company and Sellers shall deliver, or cause to be delivered, to Purchaser the following documents or instruments: (i) duly executed instruments of transfer of the Acquired Shares in favor of Purchaserby Borrower; (ii) share certificates representing Sellers’ ownership a copy of the Acquired Shares articles or certificate of incorporation, articles or certificate of organization, or comparable charter documents, and all amendments thereto, of Borrower and each Material Subsidiary, accompanied by a certificate of a Manager of Borrower (for cancellation)on behalf of Borrower as to itself and in Borrower’s capacity as the sole manager of each such Material Subsidiary) that such copy is true, correct and complete on the Effective Date; (iii) a copy of the register operating agreement or comparable charter document, and all amendments thereto, of members Borrower and each Material Subsidiary, accompanied by a certificate of a Manager of Borrower (on behalf of Borrower as to itself and in Borrower’s capacity as the Company dated as sole manager of each such Material Subsidiary) that such copy is true, correct and complete on the Closing Date and certified by the Company’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition of the Acquired SharesEffective Date; (iv) a share certificate representing Purchaser’s ownership certain certificates and other documents issued by the appropriate Governmental Authorities of such jurisdictions as Lender has requested relating to the Acquired Sharesexistence of Borrower and each Material Subsidiary and to the effect that each such Person is in good standing with respect to the payment of franchise and similar Taxes and is duly qualified to transact business in such jurisdictions; (v) the written resignation a certificate of incumbency of all directors Managers of Borrower who will be authorized to execute or attest to any Loan Document, dated the Company from the board Effective Date, executed by an authorized Manager of directors of the Company and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon ClosingBorrower; (vi) copies of resolutions or comparable authorizations approving this Agreement and the other Loan Documents and authorizing the transactions contemplated by this Agreement and the other Loan Documents (including without limitation the Commitment increase contemplated by this Agreement), duly adopted by the board of managers and, if applicable, members of Borrower accompanied by a certificate of incumbency dated a Manager of Borrower that such copies are true, correct and complete copies of resolutions duly adopted at a meeting of or (if permitted by applicable Law and, if required by such Law, by the operating agreement or comparable charter documents of Borrower) by the unanimous written consent of the board of managers and, if applicable, members of Borrower, as applicable, and that such resolutions constitute all the resolutions adopted with respect to such transactions, have not been amended, modified, or rescinded or revoked in any respect, and are in full force and effect as of the Closing Date and issued by the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the Company;Effective Date; and (vii) the written such other documents, certificates and instruments as Lender or its counsel may have reasonably requested (provided that no legal opinion of ▇▇▇▇▇▇ Westwood & Riegelsopinions will be required under this Section 4(a)), British Virgin Islands such documents, certificates and instruments to be satisfactory to Lender or its counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth all respects in Exhibit D; (viii) the written legal opinion of Zhong Lun Law Firm, PRC counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit E; (ix) the minutes of the board meetings of the Company resolving that: (1) the instruments of transfer referred to in paragraph (i) above shall be approved for; (2) the resignation of the directors of the Company referred to in paragraphs (v) shall be accepted; and (3) such persons as Purchaser may nominate shall be appointed as the new directors of the Company; and (x) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company Subsidiariesits or their reasonable discretion.

Closing Deliveries. At the Closing: (a) At Closing, Purchaser shall: Seller will deliver to Buyer (i) deliver, counterparts of each Ancillary Agreement to which it or cause to be delivered, to each Sellerone of its Affiliates is a party, duly executed by Seller or the applicable Affiliate, including the ▇▇▇▇ of Sale for the Purchased Assets, a Special Warranty Deed for each parcel of Owned Real Property, and such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as the parties and their respective counsel shall deem reasonably necessary for the assumption of such Assumed Liabilities and vesting in Buyer all of Seller’s Proportional Share right, title and interest in, to and under the Purchased Assets, in accordance with this Agreement, (ii) a receipt for the Purchase Price, (iii) at Seller’s sole cost and expense, the Title Policies; (iv) counterparts of all applicable state forms with respect to Transfer Taxes duly executed by Seller or the Consideration Shares applicable Affiliate; (v) copies of all consents, approvals, waivers and notices obtained from Governmental Entities and third parties, prior to the Closing Date, including customers and suppliers, in favor connection with the transactions contemplated hereby and (vi) California Form 593-C duly executed by Seller’s applicable Affiliate and showing a full exemption from real estate withholding. (b) Buyer will deliver to Seller (i) counterparts of each Ancillary Agreement to which it is a party, duly executed by Buyer, (ii) the Closing Payment (less deductions, if any, and withholdings required by applicable Law), by wire transfer of immediately available funds to the account or accounts designated in writing by Seller to Buyer not later than two Business Days prior to the Closing Date, (iii) such Sellerother deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as the parties and their respective counsel shall deem reasonably necessary for the assumption of Assumed Liabilities, and (iv) counterparts of all applicable state forms with respect to Transfer Taxes duly executed by Buyer or the applicable Affiliate; and (iic) deliver, or cause Each party will deliver to the other such certificates and other documents required to be delivereddelivered by it at Closing under Articles VI or VII, to each Seller, the written legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, Cayman Islands counsel for Purchaser, addressed to Sellers and dated as of the Closing Date, in the form set forth in Exhibit F. (b) At Closing, the Company and Sellers shall deliver, or cause to be delivered, to Purchaser the following documents or instruments: (i) duly executed instruments of transfer of the Acquired Shares in favor of Purchaser; (ii) share certificates representing Sellers’ ownership of the Acquired Shares (for cancellation); (iii) a copy of the register of members of the Company dated as of the Closing Date and certified by the Company’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition of the Acquired Shares; (iv) a share certificate representing Purchaser’s ownership of the Acquired Shares; (v) the written resignation of all directors of the Company from the board of directors of the Company and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon Closing; (vi) a certificate of incumbency dated as of the Closing Date and issued by the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the Company; (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit D; (viii) the written legal opinion of Zhong Lun Law Firm, PRC counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit E; (ix) the minutes of the board meetings of the Company resolving that: (1) the instruments of transfer referred to in paragraph (i) above shall be approved for; (2) the resignation of the directors of the Company referred to in paragraphs (v) shall be accepted; and (3) such persons as Purchaser may nominate shall be appointed as the new directors of the Company; and (x) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company Subsidiariesapplicable.

Closing Deliveries. (a) At the Closing, Purchaser shall: (i) shall deliver, or cause to be delivered, to each SellerSeller the following: (i) payment, by wire transfer(s) to one or more bank accounts designated in writing by Seller (such designation to be made by Seller at least three (3) business days prior to the Closing Date), of an amount in immediately available funds equal to the Purchase Price; (ii) the certificate to be delivered pursuant to Section 7.3(c); (iii) a counterpart of the Transition Services Agreement, in substantially the form attached as Exhibit A hereto (the “Transition Services Agreement”), duly executed instruments by Purchaser or any of transfer of such SellerPurchaser’s Proportional Share Subsidiaries named as a party thereto; (iv) a counterpart of the Consideration Shares Trademark License Agreement, in favor substantially the form attached as Exhibit B hereto (the “Trademark License Agreement”), duly executed by Purchaser; (v) a counterpart of such the Intellectual Property License Agreement, in substantially the form attached as Exhibit C hereto (the “Intellectual Property License Agreement”), duly executed by Purchaser or any of Purchaser’s Subsidiaries named as a party thereto; (vi) a counterpart of the Assignment and Assumption Agreement and ▇▇▇▇ of Sale for the Purchased Assets and the Assumed Liabilities, by and among Seller, the other applicable members of the Seller Group party thereto and Purchaser (and, to the extent applicable, Purchaser’s Subsidiaries party thereto), in substantially the form attached as Exhibit D hereto (the “Assignment Agreement and ▇▇▇▇ of Sale”), duly executed by Purchaser or any of Purchaser’s Subsidiaries named as a party thereto; and (iivii) deliverto the extent applicable, with respect to jurisdictions outside the United States in which the Purchased Assets or cause to be deliveredAssumed Liabilities are located, to counterparts of each Sellerasset purchase agreement, the written legal opinion of ▇▇▇▇▇▇▇ of sale, certificate of title, deed, assignment or other agreement or instrument of transfer (in a form that is consistent with the terms and conditions of this Agreement, the Assignment Agreement and ▇▇▇▇ & ▇▇▇▇▇▇▇, Cayman Islands counsel for Purchaser, addressed of Sale and otherwise customary in such jurisdiction) as the Parties mutually and reasonably agree are reasonably necessary or appropriate to Sellers effect the sale and dated as transfer of the Purchased Assets or the assumption of the Assumed Liabilities pursuant to this Agreement (collectively, the “Foreign Closing DateDocuments”), in each case, duly executed by Purchaser or any of Purchaser’s Subsidiaries named as a party thereto (provided that no such Foreign Closing Document shall in any way modify, amend, or constitute a waiver of, any provision of this Agreement or include any additional representations or warranties, covenants or agreements except to the extent required by the Law of the applicable jurisdiction or to the extent required to effectuate the conveyance or assignment of the applicable Purchased Asset in such jurisdiction, and, in the form set forth in Exhibit F.event of any inconsistency between this Agreement and a Foreign Closing Document, this Agreement will control to the extent permissible under applicable Law). (b) At the Closing, the Company and Sellers Seller shall deliver, or cause to be delivered, to Purchaser the following documents or instrumentsfollowing: (i) duly executed instruments of transfer of the Acquired Shares in favor of Purchasercertificate to be delivered pursuant to Section 7.2(d); (ii) share certificates representing Sellers’ ownership a counterpart of the Acquired Shares (for cancellation)Transition Services Agreement, duly executed by Seller and each Subsidiary of Seller named as a party thereto; (iii) a copy counterpart of the register of members of the Company dated as of the Closing Date and certified Trademark License Agreement, duly executed by the Company’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition of the Acquired SharesSeller; (iv) a share certificate representing Purchaser’s ownership counterpart of the Acquired SharesIntellectual Property License Agreement, duly executed by Seller; (v) the written resignation of all directors a counterpart of the Company from the board Assignment Agreement and ▇▇▇▇ of directors Sale, duly executed by Seller and each Subsidiary of the Company and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon ClosingSeller named as a party thereto; (vi) to the extent applicable, counterparts of the Foreign Closing Documents, duly executed by Seller or each Subsidiary of Seller named as a party thereto; and (vii) (A) from Seller and each Subsidiary of Seller that sells, transfers or assigns (or is treated as selling, transferring or assigning, for U.S. federal income tax purposes) any Purchased Assets or Assumed Liabilities and that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Code), a duly executed certificate of incumbency dated non-foreign status, substantially in the form of the sample certification set forth in Treasury Regulations Section 1.1445-2(b)(2)(iv)(B) and (B) from each Subsidiary of Seller that sells, transfers or assigns (or is treated as selling, transferring or assigning, for U.S. federal income tax purposes) any Purchased Assets or Assumed Liabilities and that is not a “United States person” (as such term is defined in Section 7701(a)(30) of the Code), a duly executed certificate to the effect that no such asset is a “United States real property interest.” (c) The assignment, transfer or conveyance of the Purchased Assets and the assumption of the Assumed Liabilities in non-U.S. jurisdictions contemplated hereunder will be effective as of the Closing. Notwithstanding anything herein to the contrary, to the extent that the transfer of any Purchased Assets and/or Assumed Liabilities in any particular non-U.S. jurisdiction cannot be completed at the Closing as a result of one or more Delayed Transfer Conditions not being satisfied at such time in such non-U.S. jurisdiction as of the Closing Date (including in respect of the Offer Employees in such jurisdiction) (and issued with respect to the Delayed Transfer Conditions set forth as item 1 or 3 on Annex 2.8, the satisfaction or waiver of which shall be determined by Purchaser in its reasonable discretion), the Company’s registered agent Parties shall delay the closing of the Transactions solely with respect to the transfer of the Purchased Assets and/or Assumed Liabilities located in such non-U.S. jurisdiction, the British Virgin Islandstransfer of which are subject to such Delayed Transfer Conditions, showing that persons as Purchaser may nominate shall until such Delayed Transfer Conditions have been appointed satisfied (or waived by Purchaser with respect to the Delayed Transfer Conditions set forth as item 1 or 3 on Annex 2.8) in such jurisdiction (such jurisdiction, a “Delayed Transfer Jurisdiction” and such delayed closing, a “Delayed Transfer Closing”) and Seller shall use all reasonable best efforts to achieve the new directors satisfaction of such requirements and to effect the Company; (vii) Delayed Transfer Closing as soon as practicable following the written legal opinion Closing. For the avoidance of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed to Purchaser dated as of the Closing Datedoubt, in the form case of any Delayed Transfer Jurisdiction, the legal interest in and to such Purchased Assets shall not be conveyed, assigned, transferred or delivered to Purchaser, and the Assumed Liabilities shall not be assumed by Purchaser, until the relevant Delayed Transfer Closing occurs. (d) To the extent applicable, from the Closing Date until the date on which any Purchased Assets in a Delayed Transfer Jurisdiction is transferred pursuant to a Foreign Closing Document, (i) Seller and its Subsidiaries shall hold and (to the extent that Purchaser or its designee is unable to operate such Purchased Assets in a Delayed Transfer Jurisdiction) operate such Purchased Assets in all material respects in the ordinary course of business consistent with past practice, and subject to the instructions of the Purchaser and its affiliates to the extent such instructions relate to the Business or such Purchased Assets and do not require any action to be taken in violation of applicable Law, and such Purchased Assets shall be so held and operated for the sole benefit and sole detriment of Purchaser so that all benefits and detriments attributable to such Purchased Assets in such Delayed Transfer Jurisdiction inure from and after the Closing solely to Purchaser; and (ii) Purchaser shall indemnify and hold Seller, its applicable Subsidiaries and their respective affiliates harmless from and against all Liabilities actually incurred as a result of Seller’s or any such Subsidiary’s or their respective affiliate’s post-Closing direct or indirect ownership, management or operation of any such Purchased Assets in such Delayed Transfer Jurisdiction (only to the extent that such Liabilities relate to the Business and are (or would be) Assumed Liabilities hereunder). (e) In the event any of the Delayed Transfer Conditions exist at the time of Closing with respect to the Purchased Assets or Assumed Liabilities in any jurisdiction (including in respect of the Offer Employees in such jurisdiction), the Parties shall (subject to the limitations otherwise set forth in Exhibit D; (viiithis Agreement) the written legal opinion of Zhong Lun Law Firm, PRC counsel for the Company, addressed use their reasonable best efforts to Purchaser dated as of the Closing Date, in the form set forth in Exhibit E; (ix) the minutes of the board meetings of the Company resolving that: (1) the instruments of transfer referred to in paragraph promptly (i) above make such filings and obtain any such required consents or approvals, (ii) resolve any such prohibitions under applicable Law, (iii) cause the expiration of any such mandatory waiting periods and (iv) complete any such required notifications or consultations in each case as is necessary for the Parties to resolve the applicable Delayed Transfer Condition so that such Delayed Transfer Condition shall no longer apply, and promptly execute, or cause to be approved for; (2) executed, the resignation applicable Foreign Closing Document and transfer of the directors of related Purchased Assets and Assumed Liabilities, including the Company referred Offer Employees in such jurisdiction. Notwithstanding anything herein to in paragraphs (v) the contrary, neither Party shall be accepted; and (3) such persons as Purchaser may nominate shall be appointed as the new directors of the Company; and (x) the complete set of company seals and chops (including common chophave any obligation to agree to or offer any payments, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company Subsidiariesfees or concessions or any amendments to this Agreement or any other Transaction Documents.

Closing Deliveries. (a) At ClosingOn or prior to the Closing Date, Purchaser shall: (i) the parties shall execute and deliver, or cause to be executed and delivered, to each Seller, duly executed instruments of transfer of such Seller’s Proportional Share all of the Consideration Shares in favor following documents and instruments reasonably required to effectuate, consummate and implement the terms and conditions of such Seller; andthis Agreement (the “Closing Documents”): (iia) deliver, or cause to be delivered, to each Seller, the written legal opinion of ▇▇▇A separate ▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇of Sale executed by Seller sufficient to transfer and assign to Purchaser all of Seller’s right, Cayman Islands title and interest in and to its Assets, in substantially the form of Exhibit “C”; (b) A separate Assignment of Lease executed by Seller that is a party to a Real Property Lease, in substantially the form of Exhibit “D” or in such other form as may be reasonably acceptable to the Purchaser (the Lease has a form of assignment attached as an exhibit), sufficient to transfer Seller’s right, title and interest in and to the Real Property Lease to which it is a party and Leasehold Improvements thereon. (c) An assumption agreement pursuant to which Purchaser shall assume the Assumed Liabilities (the “Assumption Agreement”) in substantially the form of Exhibit “H”; (d) A compliance certificate executed by the appropriate officer of Seller in accordance with Section 7.6(a) and by Purchaser in accordance with Section 8.3(a) of this Agreement. (e) Queyrouze shall have executed and delivered to the Purchaser non-competition agreements in substantially the form attached hereto as Exhibit “E” relating, respectively to (i) Washington, and (ii) Oregon. (f) A legal opinion of Seller’s counsel for Purchaserand counsel retained by Seller in the jurisdiction of Washington upon which Seller’s counsel bases his opinion, addressed to Sellers retained at Seller’s sole cost and expense, dated as of the Closing Date, in form and substance mutually and reasonably acceptable to the form set forth in Exhibit F. (b) At ClosingPurchaser and the Seller, which will opine as to the Company and Sellers shall deliver, or cause to be delivered, to Purchaser the following documents or instruments: following: (i) duly executed instruments of transfer of the Acquired Shares in favor of Purchaser; organization and valid existence; (ii) share certificates representing Sellers’ ownership of the Acquired Shares (for cancellation); foreign qualifications; (iii) a copy of the register of members of the Company dated as of the Closing Date power and certified by the Company’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition of the Acquired Shares; authority; (iv) a share certificate representing Purchaser’s ownership of the Acquired Shares; due authorization execution and delivery; (v) any conflicts with Seller’s organizational documents or local laws; (iv) the written resignation of all directors form of the Company from the board of directors of the Company and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon Closing; (vi) a certificate of incumbency dated as of the Closing Date and issued by the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the Company; assignment; (vii) the written legal opinion enforceability of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed to Purchaser dated as assignment against Seller; (viii) enforceability of the Closing Date, in the form set forth in Exhibit D; (viii) the written legal opinion of Zhong Lun Law Firm, PRC counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit E; Documents against Seller; and (ix) the minutes no undisclosed litigation. The costs of the board meetings any opinions of the Company resolving that: (1) the instruments of transfer referred to in paragraph (i) above counsel obtained by Purchaser shall be approved for; borne by Seller to the extent that the cost of such legal opinion(s) does not exceed Five Thousand (2$5,000) Dollars. To the resignation extent that the cost of the directors of the Company referred to in paragraphs such opinion(s) exceed Five Thousand (v$5,000) Dollars said cost shall be accepted; and (3) such persons as Purchaser may nominate shall be appointed as the new directors of the Company; and (x) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company Subsidiariesborne by Purchaser.

Closing Deliveries. (a) At ClosingOn or prior to the Closing with respect to the Purchasers listed on Annex A hereto the Company shall issue, deliver or cause to be delivered to each such Purchaser shall:the following (the “Company Deliverables”): (i) deliver, or cause to be delivered, to each Sellerthis Agreement, duly executed instruments of transfer of such Seller’s Proportional Share of by the Consideration Shares in favor of such Seller; and (ii) deliver, or cause to be delivered, to each Seller, the written legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, Cayman Islands counsel for Purchaser, addressed to Sellers and dated as of the Closing Date, in the form set forth in Exhibit F. (b) At Closing, the Company and Sellers shall deliver, or cause to be delivered, to Purchaser the following documents or instruments: (i) duly executed instruments of transfer of the Acquired Shares in favor of PurchaserCompany; (ii) share certificates representing Sellers’ ownership unless alternative arrangements are agreed to with a particular Purchaser, facsimile copies of one or more stock certificates, free and clear of all restrictive and other legends except as provided in Section 4.1(b) hereof, evidencing the Acquired Shares subscribed for by such Purchaser hereunder, registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit C-2 hereto (for cancellationthe “Stock Certificates”), with the original Stock Certificates delivered within three (3) Business Days of Closing; (iii) a copy Warrant, executed by the Company and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit C-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to 100% of the register number of members of the Company dated as of Shares purchased by such Purchaser on the Closing Date and certified by Date, on the Company’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition of the Acquired Sharesterms set forth therein; (iv) a share certificate representing Purchaser’s ownership of the Acquired SharesRegistration Rights Agreement, duly executed by the Company; (v) duly executed Irrevocable Transfer Agent Instructions acknowledged in writing by the written resignation of all directors of the Company from the board of directors of the Company and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon ClosingTransfer Agent; (vi) a certificate of incumbency dated as of the Closing Date and issued by Company (the Company“Officer’s registered agent in the British Virgin IslandsCertificate”), showing that persons as Purchaser may nominate shall have been appointed as the new directors of the Company; (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed to Purchaser dated as of the Closing Date, in (a) certifying the form set forth in Exhibit D; resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities and the reservation for issuance of the Warrant Shares, (viiib) certifying the written legal opinion current versions of Zhong Lun Law Firmthe Certificate of Incorporation, PRC counsel for as amended, and bylaws of the Company (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in attached hereto as Exhibit EE and (d) certifying good standing certificates with respect to the Company and its Subsidiary World Hearts Inc. from the Secretary of State of the State of Delaware, dated a recent date before the Closing Date; (ixvii) the minutes of the board meetings of the Company resolving that: (1) the instruments of transfer Compliance Certificate referred to in paragraph Section 5.1(g). (b) On or prior to the Closing with respect to the Purchasers listed on Annex A hereto each such Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) above shall be approved forthis Agreement, duly executed by such Purchaser; (2ii) its Subscription Amount, in United States dollars and in immediately available funds, in the amount set forth as the “Aggregate Purchase Price (Subscription Amount)” indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer to the Company’s account as previously provided to the Purchasers; (iii) the resignation of Registration Rights Agreement, duly executed by such Purchaser; (iv) a fully completed and duly executed Selling Stockholder Questionnaire in the directors of form attached as Annex B to the Company referred to in paragraphs (v) shall be acceptedRegistration Rights Agreement; and (3v) such persons a fully completed and duly executed Accredited Investor Questionnaire and Stock Certificate Questionnaire in the forms attached hereto as Purchaser may nominate shall be appointed as the new directors of the Company; and (x) the complete set of company seals Exhibits C-1 and chops (including common chopC-2, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company Subsidiariesrespectively.

Closing Deliveries. (a) At Closing, Purchaser shall: (i) At the Closing, unless otherwise provided, Buyer shall deliver, or cause to be delivered, to each SellerSellers, duly executed instruments of transfer of such Seller’s Proportional Share of the Consideration Shares in favor of such Seller; and (ii) deliver, or cause to be delivered, to each Selleras applicable, the written legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇following, Cayman Islands counsel for Purchaser, addressed to Sellers and dated as of the Closing DateDate and executed for and on behalf of Buyer by a duly authorized officer thereof: (1) the Purchase Price, which shall be delivered in the form set forth of a wire transfer to Seller’s designated account of immediately available funds in Exhibit F.an amount equal to the Base Price minus the unpaid principal and interest on all of the Bridge Notes; (b2) the original of each of the Bridge Notes for cancellation in accordance with the terms thereof, together with a termination of the Security Agreements in accordance with their terms, and any UCC termination statements and other filings relating thereto; (3) one or more instruments of assumption, in customary form and substance reasonably satisfactory to Buyer and Sellers and their respective counsel; (4) the certificates and other documents required to be delivered pursuant to Section 8.2; and (5) any and all other instruments, certificates and agreements contemplated by Article VIII or Article IX hereof or as Sellers may reasonably request in order to effectively make Buyer responsible for all Assumed Liabilities pursuant hereto to the fullest extent permitted by applicable law. (ii) At the Closing, the Company and Sellers shall deliver, or cause to be delivered, to Purchaser Buyer the following documents or instruments: (i) duly executed instruments of transfer of the Acquired Shares in favor of Purchaser; (ii) share certificates representing Sellers’ ownership of the Acquired Shares (for cancellation); (iii) a copy of the register of members of the Company following, dated as of the Closing Date and certified executed for and on behalf of Sellers by the Company’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition of the Acquired Shares; (iv) a share certificate representing Purchaser’s ownership of the Acquired Shares; (v) the written resignation of all directors of the Company from the board of directors of the Company and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon Closing; (vi) a certificate of incumbency dated as of the Closing Date and issued by the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the Company; (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit D; (viii) the written legal opinion of Zhong Lun Law Firm, PRC counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit E; (ix) the minutes of the board meetings of the Company resolving thatduly authorized officers thereof: (1) the instruments a ▇▇▇▇ of transfer referred sale, in customary form and substance reasonably satisfactory to in paragraph (i) above shall be approved forBuyer and Sellers and their respective counsel; (2) one or more instruments of assumption, in customary form and substance reasonably satisfactory to Buyer and Sellers and their respective counsel; (3) an instrument of assignment of Patents, in customary form and substance reasonably satisfactory to Buyer and Sellers and their respective counsel; (4) an instrument of assignment of Copyrights, in customary form and substance reasonably satisfactory to Buyer and Sellers and their respective counsel; (5) an instrument of assignment of Trademarks, in customary form and substance reasonably satisfactory to Buyer and Sellers and their respective counsel; (6) the resignation of the directors of the Company referred certificates and other documents required to in paragraphs (v) shall be accepteddelivered pursuant to Section 8.1; and (37) such persons any and all other instruments, certificates and agreements contemplated by Article VIII hereof or as Purchaser Buyer may nominate shall be appointed as the new directors reasonably request in order to effectively transfer to Buyer all of the Company; and (x) Purchased Assets pursuant hereto to the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company Subsidiariesfullest extent permitted by applicable law.

Closing Deliveries. (a) At the Closing, Purchaser shall: (i) deliver, or cause to be delivered, to each Seller, duly executed instruments of transfer of such Seller’s Proportional Share of the Consideration Shares in favor of such Seller; and (ii) deliver, or cause to be delivered, to each Seller, the written legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, Cayman Islands counsel for Purchaser, addressed to Sellers and dated as of the Closing Date, in the form set forth in Exhibit F. (b) At Closing, the Company and Sellers Seller Parties shall deliver, or cause to be delivered, to Purchaser Buyer each of the following documents or instrumentsfollowing: (i) Assignment and Assumption Agreement, duly executed instruments of transfer of the Acquired Shares in favor of Purchaserby Seller Parties; (ii) share certificates representing Sellers’ ownership of the Acquired Shares (for cancellation)Patent Assignment Agreement, duly executed by Seller Parties; (iii) a copy of the register of members of the Company dated as of the Closing Date Clinical Manufacturing and certified Supply Agreement, duly executed by the Company’s registered agent in the British Virgin IslandsGlaxoSmithKline Trading Services Limited; CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, which gives effect to Purchaser’s acquisition of the Acquired Shares;MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. (iv) a share certificate representing Purchaser’s ownership of the Acquired Shares;consents set forth on Schedule 10.1(e); and (v) the written resignation Officer’s Certificate of all directors of the Company from the board of directors of the Company and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective officeseach Seller Party, effective upon Closing; (vi) a certificate of incumbency dated as of the Closing Date and issued by the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the Company; (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed to Purchaser dated as of the Closing Date, signed by a duly authorized officer of each Seller Party, certifying that the conditions specified in Sections 10.1(a) (Accuracy of Representations) and 10.1(b) (Seller Parties’ Performance) have been fulfilled. (b) At the form set forth in Exhibit DClosing, Buyer shall deliver, or cause to be delivered, to Seller Parties each of the following: (i) Assignment and Assumption Agreement, duly executed by Buyer; (viiiii) the written legal opinion of Zhong Lun Law FirmPatent Assignment Agreement, PRC counsel for the Companyduly executed by Buyer; (iii) Clinical Manufacturing and Supply Agreement, addressed to Purchaser duly executed by Buyer; (iv) Officer’s Certificate, dated as of the Closing Date, signed by a duly authorized officer of Buyer, certifying that the conditions specified in the form set forth in Exhibit E; Sections 10.2(a) (ixAccuracy of Representations) the minutes of the board meetings of the Company resolving that: and 10.2(b) (1Buyer’s Performance) the instruments of transfer referred to in paragraph (i) above shall be approved for; (2) the resignation of the directors of the Company referred to in paragraphs (v) shall be acceptedhave been fulfilled; and (3v) such persons as Purchaser may nominate shall be appointed as by wire transfer to an account specified by Seller Parties no later than [***] prior to the new directors of Closing Date, in immediately available funds, the Company; and (x) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company SubsidiariesUpfront Fee.

Closing Deliveries. At the Closing, in addition to the payment by Purchaser of the Estimated Purchase Price and the payment by the Company of the Share Redemption Cash Consideration, if any, in each case pursuant to Section 2.5, (a) At Closing, Purchaser shall: (i) deliver, shall deliver or cause to be delivered, to each Seller, duly executed instruments of transfer of such Seller’s Proportional Share of the Consideration Shares in favor of such Seller; and (ii) deliver, or cause to be delivered, to each Seller, the written legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, Cayman Islands counsel for Purchaser, addressed to Sellers and dated as of the Closing Date, in the form set forth in Exhibit F. (b) At Closing, the Company and Sellers shall deliver, or cause to be delivered, to Purchaser the following documents or instruments: (i) duly executed instruments of transfer of the Acquired Shares in favor of Purchaser; (ii) share certificates representing Sellers’ ownership of the Acquired Shares (for cancellation); (iii) a copy of the register of members of the Company dated as of the Closing Date and certified by the Company’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition of the Acquired Shares; (iv) a share certificate representing Purchaser’s ownership of the Acquired Shares; (v) the written resignation of all directors of the Company from the board of directors of the Company and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon Closing; (vi) a certificate of incumbency dated as of the Closing Date and issued by the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the Company; (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit D; (viii) the written legal opinion of Zhong Lun Law Firm, PRC counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit E; (ix) the minutes of the board meetings of the Company resolving that: (1) to Seller, a certificate of the instruments Secretary, Assistant Secretary or other duly authorized officer of transfer referred Purchaser, dated the Closing Date, as to in paragraph (i) above shall be approved forthe resolutions duly and validly adopted by the Board of Directors of Purchaser evidencing its authorization of the execution, delivery and performance of this Agreement and the other Transaction Agreements to which Purchaser is a party; (2) to Seller, the resignation of the directors of the Company referred to certificates referenced in paragraphs Sections 6.4(a)(1) and (v) shall be acceptedb)(1); and (3) to Seller and Life Reinsurer, counterparts of each of the Transaction Agreements (other than the Closing Date Reinsurance Agreements) to which Purchaser and/or its Affiliates (other than the Company) is a party, duly executed by Purchaser and/or such persons Affiliates of Purchaser (other than the Company). (b) Seller shall deliver or cause to be delivered: (1) to Purchaser, a certificate or certificates evidencing all of the Transferred Shares, duly endorsed in blank or accompanied by stock powers duly executed in blank, in proper form for transfer on the stock transfer books of the Company and with any requisite stock transfer Tax stamps properly affixed thereto; (2) to Purchaser, a certificate or certificates evidencing the cancellation of all of the Redeemed Shares; (3) to Purchaser and Life Reinsurer, a certificate of the Secretary, Assistant Secretary or other duly authorized officer of Seller, dated the Closing Date, as to the resolutions duly and validly adopted by the Board of Directors of Seller evidencing its authorization of the execution, delivery and performance of this Agreement and the other Transaction Agreements to which Seller is a party; (4) to Purchaser may nominate shall be appointed and Life Reinsurer, a certificate of the Secretary, Assistant Secretary or other duly authorized officer of the Company or any Affiliate of Seller that is a party to any Transaction Agreement, dated the Closing Date, as to the resolutions duly and validly adopted by the Board of Directors of the Company or such Affiliate, as the new directors case may be, evidencing its authorization of the Companyexecution, delivery and performance of this Agreement and the other Transaction Agreements to which the Company or such Affiliate, as the case may be, is a party; (5) to Purchaser, an affidavit in a form reasonably satisfactory to Purchaser, stating under penalties of perjury its U.S. taxpayer identification number and that it is not a foreign person within the meaning of Section 1445(b)(2) of the Code; (6) to Purchaser, copies of the resignations referenced in Section 6.3(a); (7) to Purchaser, the certificates referenced in Sections 6.2(a) and (b); (8) to Life Reinsurer, the certificates referenced in Sections 6.2(a) and (b); (9) to Purchaser, the Books and Records of the Company in accordance with Section 5.20; (10) to Purchaser, the releases contemplated by Section 5.9(a); (11) to Purchaser, a copy of each Assigned Pre-Closing Confidentiality Agreement in accordance with Section 5.1(e); and (x12) to Purchaser and Life Reinsurer, counterparts of each of the complete set of company seals and chops Transaction Agreements (other than the Closing Date Reinsurance Agreements) to which Seller and/or its Affiliates (including common chopthe Company) is a party, chops for contractual purposeduly executed by Seller and/or such Affiliates (including the Company). (c) Life Reinsurer shall deliver or cause to be delivered: (1) to Seller, financial chopsa certificate of the Secretary, legal representative chopsAssistant Secretary or other duly authorized officer of Life Reinsurer, dated the Closing Date, as to the resolutions duly and validly adopted by the Board of Directors of Life Reinsurer evidencing its authorization of the execution, delivery and performance of this Agreement and the other Transaction Agreements to which Life Reinsurer is or will be a party; (2) to Seller, the certificates referenced in Sections 6.4(a)(2) and business licenses (b)(2); and (3) to Purchaser and Seller, counterparts of each of the Company and the Company SubsidiariesTransaction Agreements to which Life Reinsurer is or will be a party, duly executed by Life Reinsurer.

Closing Deliveries. (a) At the Closing, Purchaser shallthe Sellers shall deliver or cause a Company Entity to deliver, as applicable, to Purchaser: (i) deliver, or cause to be delivered, to each Seller, duly The Escrow Agreement executed instruments of transfer of such Seller’s Proportional Share of between the Consideration Shares in favor of such Seller; and (ii) deliver, or cause to be delivered, to each SellerEscrow Agent, the written legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, Cayman Islands counsel for Purchaser, addressed to Sellers and dated as of Purchaser on terms that are mutually acceptable to the Closing Date, in the form set forth in Exhibit F. (b) At Closing, the Company and Sellers shall deliver, or cause to be delivered, to Purchaser the following documents or instruments: (i) duly executed instruments of transfer of the Acquired Shares in favor of Purchaserparties; (ii) share certificates representing Sellers’ ownership Copies of resolutions, certified by a duly authorized representative of the Acquired Shares (for cancellation)Company, as to the authorization of this Agreement and all of the transactions contemplated hereby by the Company; (iii) a copy An assignment of the register Membership Interests to Purchaser substantially in the form attached hereto as Exhibit B, duly executed by each Seller, and copies of members resolutions or other documentation, certified by a duly authorized representative of the Company dated Company, as necessary to admit Purchaser as a member of the Closing Date and certified by the Company’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition of the Acquired Shares; (iv) a share certificate representing Purchaser’s ownership Certificates of existence or similar certificates in North Carolina and each other jurisdiction where any Company Entity is qualified to do business, dated not more than ten (10) Business Days prior to the Acquired SharesClosing Date, certifying as to the good standing of each such Company Entity in such jurisdictions; (v) the written resignation Copies reasonably acceptable to Purchaser of all directors consents, approvals and notices listed in Section 2.11(a)(v) of the Company from the board of directors of the Company and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon ClosingDisclosure Schedule; (vi) a certificate of incumbency dated as A release from each of the Closing Date and issued by Sellers in substantially the Company’s registered agent form attached hereto as Exhibit C, duly executed in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors favor of the Company; (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed Payoff letters (including lien releases) and/or invoices in a form reasonably satisfactory to Purchaser dated as from each of the Persons to which any of the Closing Date, Date Indebtedness listed in Section 2.11(a)(vii) of the form set forth in Exhibit DCompany Disclosure Schedule or any Company Transaction Expenses are payable by any member of the Company Group; (viii) the written legal opinion Written resignations of Zhong Lun Law Firm, PRC counsel for the Company, addressed to Purchaser dated as each of the Closing Datemanagers, in directors and officers of the form set forth in Exhibit ECompany Entities; (ix) the minutes A certificate of non-foreign status that complies with Treasury Regulations Section 1.1445-2(b)(2) from each Seller; (x) An IRS Form W-9 duly executed by each of the board meetings Sellers; (xi) A subscription agreement duly executed by each of the Sellers that is mutually acceptable to the parties and reflects customary terms for like agreements, providing for the issuance of the Closing Date Equity Consideration to each Seller; (xii) All books and records of the Company resolving thatEntities or relating to their businesses and operations; (xiii) Such other documents and instruments as may be reasonably requested by Purchaser. (b) At the Closing, Purchaser shall deliver to the Sellers: (1) the instruments of transfer referred to in paragraph (i) above shall be approved forThe Escrow Agreement executed between the Escrow Agent, the Sellers and Purchaser on terms that are mutually acceptable to the parties; (2ii) A voting letter, in the resignation form agreed to by the Sellers, duly executed by the majority stockholder of Purchaser; (iii) Payment of the directors of the Company referred to Closing Date Cash Payment and Closing Date Equity Consideration, in paragraphs (v) shall be acceptedaccordance with Section 2.4; and (3iv) such persons Such other documents and instruments as Purchaser may nominate shall be appointed as reasonably requested by the new directors of the Company; and (x) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company Subsidiaries.Sellers

Closing Deliveries. (a) At the Closing, Purchaser shallthe Shareholders shall deliver or cause to be delivered to PSI: (i) deliver, or cause to be delivered, to an executed counterpart of each SellerEmployment Agreement, duly executed instruments of transfer of such Seller’s Proportional Share of by the Consideration Shares in favor of such Seller; andExecutive that is a party thereto; (ii) deliveran executed counterpart of the Facility Lease, or cause duly executed by an authorized representative of the Landlord; (iii) constructive possession of the Records of PPPI; (iv) a good standing certificate for PPPI issued by the Secretary of State of the State of Illinois, no earlier than ten (10) calendar days prior to be delivered, to each Seller, the written legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, Cayman Islands counsel for Purchaser, addressed to Sellers and dated as of the Closing Date, ; (v) an affidavit from the Seller substantially in the form set forth in Exhibit F. (bSection 1.1445-2(b)(2)(iv) At Closing, the Company and Sellers shall deliver, or cause to be delivered, to Purchaser the following documents or instruments: (i) duly executed instruments of transfer of the Acquired Shares in favor Treasury regulations, certifying under penalties of Purchaser; (ii) share certificates representing Sellers’ ownership perjury that the Seller is not a “foreign person” within the meaning of Section 1445 of the Acquired Shares (for cancellation); (iii) a copy of the register of members of the Company dated as of the Closing Date and certified by the Company’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition of the Acquired Shares; (iv) a share certificate representing Purchaser’s ownership of the Acquired Shares; (v) the written resignation of all directors of the Company from the board of directors of the Company and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon ClosingCode; (vi) a certificate of incumbency dated as representing all of the Closing Date issued and issued outstanding shares of PPPI Stock, duly endorsed in blank or accompanied by the Company’s registered agent a stock power duly endorsed in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the Companyblank; (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed to Purchaser dated as a certificate from a duly authorized officer of the Closing DateSeller, in form reasonably satisfactory to PSI, setting forth the form set forth in Exhibit D;resolutions of the Board of Directors of the Seller authorizing the execution of this Agreement and all Ancillary Agreements to which the Seller is a party and the taking of any and all actions deemed necessary or advisable to consummate the transactions contemplated herein and therein; and (viii) such other usual and customary documents and instruments as PSI may reasonably request. (b) At the written legal opinion Closing, PSI shall deliver to the Seller: (i) the Cash Payment in the manner and to the Persons specified in Section 2.5 below; (ii) a certificate from the Secretary or an Assistant Secretary of Zhong Lun Law FirmPSI, PRC counsel in form reasonably satisfactory to the Shareholders, setting forth the resolutions of the Board of Directors of PSI authorizing the execution of this Agreement and all Ancillary Agreements to which PSI is a party and the taking of any and all actions deemed necessary or advisable to consummate the transactions contemplated herein and therein; (iii) a good standing certificate for PSI issued by the Company, addressed Secretary of State of the State of Delaware no earlier than ten (10) calendar days prior to Purchaser dated as of the Closing Date, in the form set forth in Exhibit E; (ix) the minutes of the board meetings of the Company resolving that: (1) the instruments of transfer referred to in paragraph (i) above shall be approved for; (2) the resignation of the directors of the Company referred to in paragraphs (v) shall be accepted; and (3iv) such persons as Purchaser may nominate shall be appointed other usual and customary documents and instruments as the new directors of the Company; and (x) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company SubsidiariesShareholders may reasonably request.

Closing Deliveries. (a) At On or prior to the Closing, Purchaser shall: (i) deliver, or cause to be delivered, to each Seller, duly executed instruments of transfer of such Seller’s Proportional Share of the Consideration Shares in favor of such Seller; and (ii) deliver, or cause to be delivered, to each Seller, the written legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, Cayman Islands counsel for Purchaser, addressed to Sellers and dated as of the Closing Date, in the form set forth in Exhibit F. (b) At Closing, the Company and Sellers Amyris shall deliver, or cause to be delivered, to Purchaser Nikko a certificate of Amyris’ Secretary or other duly authorized officer, in a form reasonably acceptable to Nikko, certifying that (A) attached are true and correct copies of the following resolutions of Amyris authorizing the execution, delivery and performance of this Agreement and the other documents to which it is a party contemplated hereby and thereby and the consummation of the transactions contemplated by this Agreement, (B) all such resolutions are in full force and effect and have not been repealed or instruments: contravened, (C) such resolutions constitute all the resolutions adopted in connection with the transactions contemplated by this Agreement and (D) all of its representations and warranties set forth herein are true and correct. Further, on or prior to the Closing, Amyris shall provide (i) duly executed instruments of transfer written consents to consummate the transaction contemplated hereby, which are issued by all of the Acquired Shares in favor of Purchaser; financial institution(s) and other Persons lending money to or providing guarantees for Amyris (and whose consent is required for such consummation), (ii) share certificates representing Sellers’ ownership of written consent from Akzo Nobel SPG LLC confirming that the Acquired Shares (for cancellation); Company is entitled to exercise any and all rights under the Akzo Nobel Agreements or other documentation relating to the Akzo Nobel Agreements reasonably satisfactory to Nikko, (iii) a copy statement pursuant to Treasury Regulation Section 1.1445-2(b), in a form reasonably satisfactory to Nikko, providing that Amyris is not a “foreign person” for purposes of Section 1445 of the register of members of the Company dated as of the Closing Date and certified by the Company’s registered agent in the British Virgin IslandsCode, which gives effect to Purchaser’s acquisition of the Acquired Shares; (iv) a share certificate representing Purchaser’s ownership list of the Acquired Shares; Amyris’ debt-holders; (v) warranty deed conveying the written resignation of all directors of Real Property to the Company from the board of directors of the Company together with any necessary sewer, utility and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon Closing; access easements; (vi) a certificate of incumbency dated as of the Closing Date and issued by the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the Company; (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel of sale and assignment from Amyris conveying to the Company the Assets; (vii) a statement of termination of the UCC financing statement filed for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit D; First Western Bank & Trust (DBA All Lines Leasing); and (viii) financial statements of Glycotech/Salisbury. In relation to Section 3.2.(a)(i), Amyris hereby confirms that it will deliver a letter of waiver and release issued by Stegodon Corporation concerning the written legal opinion transactions contemplated by this Agreement and that no other consent is required to consummate such transactions in accordance with the terms of Zhong Lun Law Firmthis Agreement. (b) On or prior to the Closing, PRC counsel for the Companyeach of Nikko Chemicals and Nissa shall deliver, addressed or cause to Purchaser dated be delivered, to Amyris a certificate of Nikko Chemicals’ or Nissa’s Secretary, as applicable, or other duly authorized officer, in a form reasonably acceptable to Amyris, certifying that (A) attached are true and correct copies of the Closing Dateresolutions of Nikko Chemicals or Nissa, as applicable, authorizing the execution, delivery and performance of this Agreement, the other documents and the other documents to which it is a party contemplated hereby and thereby and the consummation of the transactions contemplated by this Agreement, (B) all such resolutions are in full force and effect and have not been repealed or contravened, (C) such resolutions constitute all the form resolutions adopted in connection with the transactions contemplated by this Agreement and (D) all of its representations and warranties set forth herein are true and correct. Further, at the Closing, Nikko shall remit the Initial Purchase Price in Exhibit E; (ix) the minutes of the board meetings of the Company resolving that: (1) the instruments of transfer referred to in paragraph (i) above shall be approved for; (2) the resignation of the directors of the Company referred to in paragraphs (v) shall be accepted; and (3) such persons as Purchaser may nominate shall be appointed as the new directors of the Company; and (x) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company Subsidiariesaccordance with Section 2.2.

Closing Deliveries. At Closing, the Parties shall make the following deliveries: (a) At Closing, Purchaser shallSolarMax shall make the following deliveries to the JZH Holders: (i) delivercertificates representing the SolarMax Shares; (ii) the Pledge Agreement, or cause executed by SolarMax; (iii) resolutions of its board of directors relating to be deliveredauthorization of this Agreement, to each Seller, duly executed instruments of transfer of such Seller’s Proportional Share and the issuance of the Consideration Shares in favor SolarMax Shares, certified by an officer of such SellerSolarMax; and (iv) a good standing certificate from the Secretary of State of the State of Nevada as to the good standing of SolarMax. (b) The JZH Holders shall deliver the following documents to SolarMax: (i) share certificates representing the BVI Shares for transfer to SolarMax accompanied by an instrument of transfer conveying all right, title and interest in and to the BVI Shares to SolarMax; (ii) deliverthe Pledge Agreement, executed by the BVI Holders; (iii) a copy of the register of members of BVI HoldCo dated as of the Closing Date and certified by BVI HoldCo’s registered office provider in the British Virgin Islands, which reflects the transfer of the BVI Shares from the JZH Holders to SolarMax; (iv) a copy of the register of directors of BVI HoldCo dated as of the Closing Date and certified by BVI HoldCo’s registered office provider in the British Virgin Islands, which reflects the resignation of all previous directors of BVI HoldCo and the composition of the board of directors of BVI HoldCo consisting solely of individuals designated by SolarMax; (v) instruments signed by each of the record owners (the “Record Owners”) of the Company Interest as of date of this Agreement as set forth on Exhibit A under the heading “Record Owners” pursuant to which they (A) confirm that they are the record owners of the Company Interests set forth on Exhibit A, (B) consent to and approve this Agreement and the transactions contemplated by this Agreement; (C) confirm that they have irrevocably assigned their ownership in the Company Interests to HK Intermediate HoldCo; (D) agree that they will take all action necessary to obtain regulatory approval of the transfer of their ownership of the Company Interests to HK Intermediate HoldCo; (E) confirm that there is no action or cause proceeding pending or threatened which could impair their ability to be deliveredcomplete the transfer to HK Intermediate HoldCo; (F) confirm that, except for their agreement to each Sellertransfer the Company Interests to HK Intermediate HoldCo, their Company Interests are subject to no Encumbrances; and (G) such other matters as SolarMax or its counsel may request; (vi) the written legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, Cayman Islands the PRC counsel for Purchaserthe Company, addressed to Sellers SolarMax and dated as of the Closing Date, in the form set forth in Exhibit F. (b) At Closing, the Company and Sellers shall deliver, or cause to be delivered, to Purchaser the following documents or instruments: (i) duly executed instruments of transfer of the Acquired Shares in favor of Purchaser; (ii) share certificates representing Sellers’ ownership of the Acquired Shares (for cancellation); (iii) a copy of the register of members of the Company dated as of the Closing Date and certified by the Company’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition of the Acquired Shares; (iv) a share certificate representing Purchaser’s ownership of the Acquired Shares; (v) the written resignation of all directors of the Company from the board of directors of the Company and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon Closing; (vi) a certificate of incumbency dated as of the Closing Date and issued by the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the CompanyB-1; (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands the BVI counsel for the CompanyBVI HoldCo, addressed to Purchaser SolarMax and dated as of the Closing Date, in the form set forth in Exhibit DB-2; (viii) stock powers executed in blank transferring the written legal opinion of Zhong Lun Law Firm, PRC counsel for the Company, addressed SolarMax Shares to Purchaser dated SolarMax as of the Closing Date, provided in the form set forth in Exhibit EPledge Agreement; (ix) the minutes complete set of the board meetings company stamps (including common stamp, stamps for contractual purpose, financial stamps, legal representative stamps) and business licenses of the Company resolving that: (1) the instruments of transfer referred to in paragraph (i) above shall be approved for; (2) the resignation of the directors of the Company referred to in paragraphs (v) shall be accepted; and (3) such persons as Purchaser may nominate shall be appointed as the new directors of the each Group Company; and (x) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses written resolutions of the Company members of BVI HoldCo approving the Transaction and waiving any rights under the Company SubsidiariesBVI Articles for which waiver is required in order to consummate the Transaction.

Closing Deliveries. Administrative Agent shall have received each of the following documents, instruments, and agreements, each of which shall be in form and substance and executed in such counterparts (if applicable) as shall be acceptable to Administrative Agent and each of which shall, unless otherwise indicated, be dated as of the Fourth Amendment Effective Date: (a) At Closing, Purchaser shall:counterparts hereof duly executed by the Borrower and each of the Lenders and consent and agreement counterparts hereof duly executed by the other Loan Parties; (b) a certificate of a Financial Officer of the Borrower in substantially the form of Exhibit D-2 to the Credit Agreement (i) delivercertifying that no Default has occurred, (ii) setting forth reasonably detailed calculations demonstrating pro forma compliance with the Consolidated Total Interest Coverage Ratio for the Rolling Period ended December 31, 2013 (without adding any Equity Cure Amounts or cause Equity Cure Rollover Amounts in the calculation of Annualized Consolidated EBITDA) and the Consolidated Total Leverage Ratio (calculated in accordance with Section 2.1), including, without limitation, reasonably detailed calculations of the Specified Projects EBITDA Adjustment for each Specified Project (including a reasonably detailed summary of the terms of the applicable customer contracts relating to be deliveredsuch calculation), each Specified Project’s Scheduled Completion Date, and each Specified Project’s Projected Capacity (and, if applicable, any changes to each Sellersuch Projected Capacity and supporting information as required), duly executed instruments (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of transfer the financial statements referred to in Section 7.04 of the Credit Agreement and, if any such change has occurred, specifying the effect of such Seller’s Proportional Share change on such calculations, (iv) attaching reports setting forth the processing volumes for the Rolling Period ended December 31, 2013, and (v) certifying as to the satisfaction of each of the Consideration Shares conditions precedent set forth in favor this Section 2 (other than with respect to the Administrative Agent’s acceptance of such Sellerthe form and substance of the closing deliveries required under this Section 2.3); and (iic) deliversuch other documents, instruments and certificates as the Administrative Agent or cause its counsel may reasonably request relating to be delivered, to each Sellerthe foregoing, the written legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇organization, Cayman Islands counsel for Purchaser, addressed to Sellers existence and dated as good standing of the Closing Date, in General Partner and each of the form set forth in Exhibit F. (b) At ClosingLoan Parties, the Company and Sellers shall deliver, or cause to be delivered, to Purchaser the following documents or instruments: (i) duly executed instruments authorization of transfer of the Acquired Shares in favor of Purchaser; (ii) share certificates representing Sellers’ ownership of the Acquired Shares (for cancellation); (iii) a copy of the register of members of the Company dated as of the Closing Date and certified by the Company’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition of the Acquired Shares; (iv) a share certificate representing Purchaser’s ownership of the Acquired Shares; (v) the written resignation of all directors of the Company from the board of directors of the Company this Amendment and the written resignation of all transactions contemplated hereby, and any other legal representatives matters relating to the General Partner, the Loan Parties and directors of the Company Subsidiaries from their respective offices, effective upon Closing; (vi) a certificate of incumbency dated as of the Closing Date and issued by the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the Company; (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit D; (viii) the written legal opinion of Zhong Lun Law Firm, PRC counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit E; (ix) the minutes of the board meetings of the Company resolving that: (1) the instruments of transfer referred to in paragraph (i) above shall be approved for; (2) the resignation of the directors of the Company referred to in paragraphs (v) shall be accepted; and (3) such persons as Purchaser may nominate shall be appointed as the new directors of the Company; and (x) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company Subsidiariesthis Amendment.

Closing Deliveries. Parent and Merger Sub must have caused the following documents to be delivered (aor tendered subject only to Closing) At Closing, Purchaser shallto Company: (i) deliverthe Escrow Agreement, or cause to be delivered, to each Seller, duly executed instruments of transfer of such Seller’s Proportional Share of the Consideration Shares in favor of such Seller; andby Parent; (ii) deliverthe Exchange Agent Agreement executed by the Exchange Agent and Parent; (iii) the Registration Rights Agreement, or cause attached hereto as Exhibit D, executed by Parent and all other Persons party thereto except Company Shareholders; (iv) offer letters in substantially the form of Exhibit E attached hereto, completed appropriately and executed by Parent and to be delivered, delivered by Parent to each SellerCompany employee set forth on Schedule 7.3(d) on the Closing Date; (v) the charter and all amendments thereto of Parent and Merger Sub, and a certificate of good standing of each of Parent and Merger Sub, in each case duly certified as of dated not earlier than the written legal opinion tenth Business Day prior to Closing by the Secretaries of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇State of Tennessee and Georgia, Cayman Islands counsel for Purchaserrespectively; (vi) a certificate, addressed to Sellers and dated as of the Closing Date, in executed by duly authorized officers of Parent and Merger Sub, certifying the form satisfaction of the conditions set forth in Exhibit F. Sections 7.3(a) and (b) At Closing, the Company and Sellers shall deliver, or cause to be delivered, to Purchaser the following documents or instruments: (i) duly executed instruments of transfer of the Acquired Shares in favor of Purchaser; (ii) share certificates representing Sellers’ ownership of the Acquired Shares (for cancellation); (iii) a copy of the register of members of the Company dated as of the Closing Date and certified by the Company’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition of the Acquired Shares; (iv) a share certificate representing Purchaser’s ownership of the Acquired Shares; (v) the written resignation of all directors of the Company from the board of directors of the Company and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon Closing; (vi) a certificate of incumbency dated as of the Closing Date and issued by the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the Company; (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed to Purchaser dated as a certificate of the Closing DateSecretary of Parent certifying and attaching copies of the bylaws of Parent, in certifying and attaching all requisite resolutions or actions of Parent’s board of directors approving the form set forth in Exhibit D;execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Parent executing this Agreement and any other document relating to the transactions contemplated hereby; and (viii) the written legal opinion of Zhong Lun Law Firm, PRC counsel for the Company, addressed to Purchaser dated as a certificate of the Closing Date, in the form set forth in Exhibit E; (ix) the minutes Secretary of Merger Sub certifying and attaching copies of the bylaws of Merger Sub, certifying and attaching all requisite resolutions or actions of Merger Sub’s board meetings of directors and stockholders approving the execution and delivery of this Agreement and the consummation of the Company resolving that: (1) transactions contemplated hereby, and certifying to the instruments of transfer referred to in paragraph (i) above shall be approved for; (2) the resignation incumbency of the directors officers of Merger Sub executing this Agreement and any other document relating to the Company referred to in paragraphs (v) shall be accepted; and (3) such persons as Purchaser may nominate shall be appointed as the new directors of the Company; and (x) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company Subsidiariestransactions contemplated hereby.

Closing Deliveries. At the Closing, each party shall make, execute, acknowledge and deliver the legal documents and other items (collectively, the “Closing Documents”) necessary to carry out the intention of this Agreement, which Closing Documents and other items shall include, without limitation, the following: (a) At Closing, Purchaser shall:a Contribution and Assumption Agreement substantially in the form attached hereto as Exhibit C; (ib) deliverfor the Contributor, or cause to be delivered, to each Seller, duly executed instruments of transfer of such Seller’s Proportional Share a certificate from the Operating Partnership that effective at the Closing the books and records of the Consideration Shares in favor Operating Partnership will indicate that the Contributor is the holder of such Seller; anda number of Units equal to the Consideration; (iic) deliveran affidavit from the Contributor in the form of Exhibit D, or cause to be deliveredstating, to each Sellerunder penalty of perjury, the written legal opinion Contributor’s United States Taxpayer Identification Number and that the Contributor is not a foreign person pursuant to section 1445(b)(2) of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇the Code and a comparable affidavit satisfying Massachusetts’ and any other state’s withholding requirements, Cayman Islands counsel for Purchaserif any; (d) all title insurance policies, addressed leases, lease files, letters of credit, contracts, stock certificates, original promissory notes held by Holdings or a Participating Entity and other indicia of ownership with respect to Sellers Holdings and dated each Participating Entity that are in the Contributor’s possession or that can be obtained through reasonable efforts in the Contributor’s capacity as indirect owner of any Participating Entity shall be delivered or made available to the Company; (e) a certificate from the Contributor affirming that the representations and warranties made by the Contributor pursuant to this Agreement remain true and correct in all material respects as of the Closing Date, ; (f) the Operating Partnership Agreement; (g) a lockup agreement in the form set forth in attached hereto as Exhibit F. (b) At Closing, the Company and Sellers shall deliver, or cause to be delivered, to Purchaser the following documents or instruments: (i) duly executed instruments of transfer of the Acquired Shares in favor of PurchaserL; (ii) share certificates representing Sellers’ ownership of the Acquired Shares (for cancellation); (iiih) a copy of the register of members of the Company dated as of the Closing Date and certified by the Company’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition of the Acquired Shares; (iv) a share certificate representing Purchaser’s ownership of the Acquired Shares; (v) the written resignation of all directors of the Company from the board of directors of the Company and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon Closing; (vi) a certificate of incumbency dated as of the Closing Date and issued by the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the Company; (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed to Purchaser dated as of the Closing Date, Registration Rights Agreement substantially in the form set forth in Exhibit D; (viii) the written legal opinion of Zhong Lun Law Firm, PRC counsel for the Company, addressed to Purchaser dated attached hereto as of the Closing Date, in the form set forth in Exhibit E; (ix) the minutes of the board meetings of the Company resolving that: (1) the instruments of transfer referred to in paragraph (i) above shall be approved fora Voting Agreement substantially in the form attached hereto as Exhibit H; (2j) A Purchase Option with respect to the resignation Excluded Properties substantially in the form attached hereto as Exhibit J; together with reasonable evidence of authority in connection with the directors execution and delivery of such Purchase Option; (k) if requested by the Company, certified copies of all organizational documents for the Contributor, together with certified copies of all appropriate limited liability company actions authorizing the execution, delivery and performance by the Contributor of this Agreement, any related documents and the Closing Documents; (l) evidence reasonably satisfactory to the Company referred that the lender of any borrowed money secured by a mortgage or deed of trust disclosed in the Title Reports, other than those lenders whose loans are being repaid before or immediately after the Closing, has consented to in paragraphs the transaction as required by any loan document, deed of trust, mortgage or other evidence of indebtedness related to any Property; (vm) shall be acceptedany other documents reasonably requested by the Company or the Operating Partnership to assign, transfer, convey, contribute and deliver the Holdings Interests, free and clear of all Encumbrances, and effectuate the transactions contemplated hereby; and (3n) such persons as Purchaser may nominate shall all state and local transfer tax returns and any filings to be appointed as made in any applicable governmental jurisdiction in which the new directors Company or the Operating Partnership reasonably believes that it is required to file its organizational documentation or in which the recording of the Company; and (x) the complete set of company seals Contribution and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company SubsidiariesAssumption Agreement is required.

Closing Deliveries. (a) At Closinga. On the Closing Date, Purchaser Seller shall: (i1) Execute, acknowledge and deliver to Purchaser a good and sufficient special warranty deed conveying fee simple estate in the Property subject only to the Permitted Exceptions. (2) Execute, acknowledge and deliver to Purchaser an Assignment of Leases and Security Deposits, assigning to Purchaser all occupancy leases free and clear of all liens and encumbrances; provided, however, that Purchaser shall assume all of the obligations of the owner of Property under such occupancy leases which accrue after the Date of Closing, and shall indemnify and hold Seller harmless against and from all liability, loss, cost, or expense in connection with such obligations accruing after the Date of Closing, and Seller shall indemnify and hold Purchaser harmless against and from all liability, loss, cost, or expense in connection with such occupancy leases arising prior to the Date of Closing. (3) Assign in writing, transfer and deliver to Purchaser, all contracts not terminated pursuant hereto, all unexpired warranties, guaranties, licenses, permits, certificates of occupancy and the like, advertising and promotional material for the Property, any marketing or internet domain names (including the name “The Commons on Potomac Square Apartments”), and any business and other licenses and permits in the possession of Seller or its agents related to the Property, to the extent assignable and transferable (without cost to Seller, or at Purchaser’s cost, if Purchaser elects (without obligation) to assume such cost), and deliver the original of each of the foregoing to Purchaser if it is within the possession of Seller or any of its agents or affiliates or, if not, deliver to Purchaser a true copy of each of the same, if available; provided, however, that (a) Purchaser shall assume all of the obligations of the owner of Property under each of the foregoing which accrue after the Date of Closing, and shall indemnify and hold Seller harmless against and from all liability, loss, cost, or expense in connection with such obligations accruing after the Date of Closing; and (b) Seller shall indemnify and hold Purchaser harmless against and from all liability, loss, cost, or expense in connection with such obligations arising prior to the Date of Closing. (4) Execute, acknowledge and deliver to Purchaser a ▇▇▇▇ of Sale, in accordance with any applicable provisions of the Uniform Commercial Code, with special warranty of title, conveying all personal property purchased hereunder, with all such assigned property to be free and clear of all liens and encumbrances. (5) Deliver to Purchaser all books and records and tenant files pertaining to operation of the Property not theretofore delivered, it being acknowledged that Seller shall keep copies of such books and records to the extent it deems necessary for tax and accounting purposes. (6) Deliver a letter from Purchaser and Seller addressed to each of the tenants in a form to be mutually agreed upon advising each of them that a new property manager has taken over the operations of the Property, and instructing the tenants with respect to rent payments subsequent to Closing. (7) Deliver certified copies of the organizational documents and appropriate resolutions of Seller and governmental certifications for confirming that the Seller is organized, existing and in good standing, that all actions and consents necessary have been taken and obtained to authorize Seller to perform the transactions contemplated herein, including the consummation of the sale of the Property in accordance with the terms hereof. (8) Deliver to Purchaser the Section 1445 Affidavit. Seller hereby agrees to indemnify and hold Purchaser harmless from and against all costs, losses, expenses, claims, liability, actions and causes of action arising out of or in any way related to the falsity of the Section 1445 Affidavit. Such indemnification shall survive Closing hereunder. (9) Execute and deliver to the Escrow Agent a mechanic’s lien affidavit and the other items reasonably required by Purchaser’s title insurance company. (10) Execute, acknowledge and deliver, as appropriate, or cause to be delivered, delivered all additional affidavits and other documents which may be reasonably necessary or appropriate to each Seller, duly executed instruments of transfer of such Seller’s Proportional Share of carry out the Consideration Shares in favor of such Seller; and (ii) deliver, or cause provisions hereof and permit Purchaser to be delivered, to each Seller, obtain the written legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, Cayman Islands counsel for Purchaser, addressed to Sellers and dated as of the Closing Date, in the form set forth in Exhibit F. (b) At Closing, the Company and Sellers shall deliver, or cause to be delivered, to Purchaser the following documents or instruments: (i) duly executed instruments of transfer of the Acquired Shares in favor of Purchaser; (ii) share certificates representing Sellers’ ownership of the Acquired Shares (for cancellation); (iii) a copy of the register of members of the Company dated as of the Closing Date and certified by the Company’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition of the Acquired Shares; (iv) a share certificate representing Purchaser’s ownership of the Acquired Shares; (v) the written resignation of all directors of the Company from the board of directors of the Company and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon Closing; (vi) a certificate of incumbency dated as of the Closing Date and issued by the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the Company; (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit D; (viii) the written legal opinion of Zhong Lun Law Firm, PRC counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit E; (ix) the minutes of the board meetings of the Company resolving that: (1) the instruments of transfer referred to in paragraph (i) above shall be approved for; (2) the resignation of the directors of the Company referred to in paragraphs (v) shall be accepted; and (3) such persons as Purchaser may nominate shall be appointed as the new directors of the Company; and (x) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company Subsidiariestitle insurance coverage specified herein.

Closing Deliveries. At the Closing: (a) At ClosingSeller shall execute and deliver to Purchaser a stock power duly endorsed in blank and the original stock certificate for the Shares, and such other assignments and other instruments of transfer and conveyance, in form and substance reasonably satisfactory to Purchaser’s counsel, as shall be effective, together with the Approval Order, to vest in Purchaser shallas of the Closing Date good title, free and clear, in accordance with the terms of the Approval Order, of any Claims and Encumbrances to the Shares as provided herein and in the Approval Order; (b) In addition to the foregoing, there shall be executed and delivered at the Closing the following: (i) deliverby Seller to Purchaser, or cause to be delivereda certificate, to each Seller, duly executed instruments of transfer of such dated the Closing Date and signed by Seller’s Proportional Share President, Chief Executive Officer, Chief Operating Officer or Chief Financial Officer, certifying that the representations and warranties of the Consideration Shares Seller contained in favor of such Seller; and (ii) deliver, or cause to be delivered, to each Seller, the written legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, Cayman Islands counsel for Purchaser, addressed to Sellers Section 4.2 are accurate and dated complete both when made and at and as of the Closing Date with the same effect as though made at and as of such time and that all covenants required by the terms hereof to be performed by Seller on or before the Closing Date, to the extent not waived by Purchaser in the form set forth writing, have been so performed in Exhibit F. all material respects (b) At Closingor, the Company and Sellers shall deliverif any such covenant has not been so performed, or cause to be delivered, to Purchaser the following documents or instruments: (i) duly executed instruments of transfer of the Acquired Shares in favor of Purchaserindicating that such covenant has not been performed); (ii) share certificates representing Sellers’ ownership by Seller to Purchaser, a certificate, dated the Closing Date and signed by Seller’s President, Chief Executive Officer, Chief Operating Officer or Chief Financial Officer attaching (A) a certified copy of the Acquired Shares resolutions of the Board of Directors of Seller authorizing the execution, delivery and performance of this Agreement and all documents associated herewith; and (for cancellation)B) a certified copy of the organizational documents of Seller and all amendments thereto; (iii) by Purchaser to Seller, a copy certificate, dated the Closing Date and signed by Purchaser’s President or Chief Executive Officer, certifying that the representations and warranties of the register of members of the Company dated Purchaser contained in Section 4.1 are accurate and complete both when made and at and as of the Closing Date with the same effect as though made at and certified as of such time and that all covenants required by the Company’s registered agent terms hereof to be performed by Purchaser on or before the Closing Date, to the extent not waived by Seller in the British Virgin Islandswriting, which gives effect to Purchaser’s acquisition of the Acquired Shareshave been so performed in all material respects (or, if any such covenant has not been so performed, indicating that such covenant has not been performed); (iv) by Purchaser to Seller, a share certificate representing certificate, dated the Closing Date and signed by Purchaser’s ownership President or Chief Executive Officer, attaching (A) a certified copy of the Acquired Sharesresolutions of the Board of Directors of Purchaser authorizing the execution, delivery and performance of this Agreement and all documents associated herewith; and (B) a certified copy of the organizational documents of Purchaser and all amendments thereto; (v) by Purchaser to Seller, a Form III or IV as defined in the written resignation of all directors of Connecticut Transfer Act executed by the Company from Purchaser as the board of directors of “certifying party” (as defined in the Company Connecticut Transfer Act), unless Seller covenants and represents that the written resignation of all legal representatives and directors of Connecticut Transfer Act does not apply to the Company Subsidiaries from their respective officestransactions contemplated by this Agreement, effective upon Closingor the Seller is able to file a Form I or II (as defined in the Connecticut Transfer Act); (vi) by Seller to Purchaser, a certificate of incumbency certificate, dated as of the Closing Date and issued signed by Seller’s President, Chief Executive Officer, Chief Operating Officer or Chief Financial Officer, certifying that Connecticut Innovations, Inc. (“CII”), acting on behalf of the Company’s registered agent Connecticut Clean Energy Fund (“CCEF”), or CCEF itself, has (A) consented to the transactions contemplated by this Agreement and agreed to waive any rights that it may have under the Financial Assistance Agreement, any Program Participation Agreement or any other agreement between Proton and CII or CCEF with respect to acceleration, default or termination solely by reason of this Agreement and the Closing of the transactions contemplated by this Agreement; and (B) executed a modification to each Financial Assistance Agreement, any Program Participation Agreement or any other agreement between Proton and CII or CCEF containing in substance the British Virgin Islands, showing that persons provisions set forth on Schedule 3.4(vi) in such form as Purchaser may nominate shall have been appointed as the new directors of the Company;shall, in its reasonable discretion, require; and (vii) the written legal opinion Seller shall have assigned to Proton any and all agreements entered into in connection with or as part of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed to Purchaser dated any “Small Business Innovative Research Grants,” a list of which is attached hereto as of the Closing Date, in the form set forth in Exhibit D; (viii) the written legal opinion of Zhong Lun Law Firm, PRC counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit E; (ix) the minutes of the board meetings of the Company resolving that: (1) the instruments of transfer referred to in paragraph (i) above shall be approved for; (2) the resignation of the directors of the Company referred to in paragraphs (v) shall be accepted; and (3) such persons as Purchaser may nominate shall be appointed as the new directors of the Company; and (x) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company SubsidiariesSchedule 3.4(vii).

Closing Deliveries. (a) At Within two Business Days of the Effective Date, Dolphin shall deliver to the Holding Agent, for delivery to the Company at Closing, Purchaser shall:the following (with the understanding that a document or instrument is duly executed if signed by an authorized representative of the Affiliate of Dolphin that is party to such document or instrument and/or which holds the document or instrument being amended by such document or instrument): (i) deliver, or cause to be delivered, to each Seller, A duly executed instruments of transfer of such Seller’s Proportional Share of counterpart signature page to the Consideration Shares in favor of such Seller; and Amendment to Common Stock Purchase Warrant (iiAmended and Restated) deliver, or cause to be delivered, to each Seller, the written legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, Cayman Islands counsel for Purchaser, addressed to Sellers and dated as of the Closing Date, in the form set forth in attached hereto as Exhibit F. (b) At Closing, the Company and Sellers shall deliver, or cause A with respect to be delivered, to Purchaser the following documents or instruments: (i) duly executed instruments of transfer each of the Acquired Shares in favor of PurchaserAmended and Restated Warrants issued to Dolphin under the Dolphin Purchase Agreement; (ii) share certificates representing Sellers’ ownership A duly executed counterpart signature page to the Amendment to Common Stock Purchase Warrant (Additional Warrants) in the form attached hereto as Exhibit B with respect to each of the Acquired Shares (for cancellation)Additional Warrants issued to Dolphin under the Dolphin Purchase Agreement; (iii) a copy of A duly executed counterpart signature page to the register of members of the Company dated as of the Closing Date Amendment to Amended and certified by the Company’s registered agent Restated Investor Rights Agreement in the British Virgin Islands, which gives effect to Purchaser’s acquisition of the Acquired Sharesform attached hereto as Exhibit C; (iv) a share certificate representing Purchaser’s ownership of A duly executed counterpart signature page to the Acquired SharesSecond Amended and Restated Registration Agreement in the form attached hereto as Exhibit D; (v) The original Notes and the written resignation of certificates representing all directors of the Company from shares of Series A Preferred issued to Dolphin pursuant to the board Purchase Agreement, each executed and notated by the holder thereof as necessary for conversion into Common Stock and cancellation pursuant to the terms of directors of the Company and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon Closing;this Agreement; and (vi) a certificate of incumbency dated Such other documents, agreements, assignments, instruments and certificates as may be required by this Agreement or as may be reasonably requested by the Company to effect the transactions contemplated by, and the terms and conditions of, this Agreement. (b) Within two Business Days of the Closing Date and issued Effective Date, each Series A Holder shall deliver to the Holding Agent, for delivery to the Company at Closing, the following (with the understanding that a document or instrument is duly executed if signed by an authorized representative of the Company’s registered agent Series A Holder party to such document or instrument and/or which holds the document or instrument being amended by such document or instrument): (i) A duly executed counterpart signature page to the Amendment to Common Stock Purchase Warrant (Additional Warrants) in the British Virgin Islands, showing that persons form attached hereto as Purchaser may nominate shall have been appointed as the new directors Exhibit B with respect to each of the CompanyAdditional Warrants (as defined in the Dolphin Purchase Agreement) issued to such Series A Holder under the Dolphin Purchase Agreement; (viiii) A duly executed counterpart signature page to the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed Amendment to Purchaser dated as of the Closing Date, Amended and Restated Investor Rights Agreement in the form set forth attached hereto as Exhibit C; (iii) A duly executed counterpart signature page to the Second Amended and Restated Registration Agreement in the form attached hereto as Exhibit D; (viiiiv) the written legal opinion of Zhong Lun Law Firm, PRC counsel for the Company, addressed to Purchaser dated as The original certificates representing all of the Closing Dateshares of Series A Preferred issued to such Series A Holder pursuant to the Purchase Agreement, in each executed and notated by the form set forth in Exhibit E; (ix) holder thereof as necessary for conversion into Common Stock and cancellation pursuant to the minutes terms of the board meetings of the Company resolving that: (1) the instruments of transfer referred to in paragraph (i) above shall be approved for; (2) the resignation of the directors of the Company referred to in paragraphs (v) shall be acceptedthis Agreement; and (3v) such persons Such other documents, agreements, assignments, instruments and certificates as Purchaser may nominate be required by this Agreement or as may be reasonably requested by the Company to effect the transactions contemplated by, and the terms and conditions of, this Agreement. (c) Within two Business Days of the Effective Date, the Company shall be appointed as deliver to the new directors Holding Agent, for delivery to Dolphin or the Series A Holder party to the relevant document, the following (with the understanding that a document or instrument is duly executed if signed by an authorized representative of the Company; ): (i) A duly executed counterpart signature page to the Amendment to Common Stock Purchase Warrant (Amended and Restated) in the form attached hereto as Exhibit A with respect to each of the Amended and Restated Warrants issued to Dolphin under the Dolphin Purchase Agreement; (ii) A duly executed counterpart signature page to the Amendment to Common Stock Purchase Warrant (Additional Warrants) in the form attached hereto as Exhibit B with respect to each of the Additional Warrants issued to Dolphin or any Series A Holder under the Dolphin Purchase Agreement; (iii) A duly executed counterpart signature page to the Amendment to Amended and Restated Investor Rights Agreement in the form attached hereto as Exhibit C; (iv) A duly executed counterpart signature page to the Second Amended and Restated Registration Agreement in the form attached hereto as Exhibit D: and (xv) Such other documents, agreements, assignments, instruments and certificates as may be required by this Agreement or as may be reasonably requested by Dolphin or a Series A Holder effect the complete set of company seals and chops (including common choptransactions contemplated by, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company Subsidiariesterms and conditions of, this Agreement.

Closing Deliveries. (a) At the Closing, Purchaser shallthe Sellers shall deliver or cause to be delivered to the Buyer: (i) deliverstock certificates representing the Purchased Shares, or cause to be delivered, to each Selleraccompanied by stock powers for the Purchased Shares, duly executed instruments of transfer of such by the applicable Seller’s Proportional Share of the Consideration Shares in favor of such Seller; and; (ii) deliverpayoff letters, in form and substance reasonably satisfactory to the Buyer, as to the full payment of all Funded Indebtedness (other than the Assumed Indebtedness), and the release of the Companies from further Liability related thereto and the release of any Liens related thereto, each effective upon payment pursuant to Section 2.1(b) of the applicable Funded Indebtedness specified on the Flow of Funds Memorandum; (iii) an appropriate receipt and release in a form and substance acceptable to the Buyer from each Person entitled to Transaction Fees, acknowledging that such Person has received all amounts due such Person from the Companies, and releasing the Companies from any further Liability with respect thereto, each effective upon payment pursuant to Section 2.1(c) of the applicable Transaction Fees specified on the Flow of Funds Memorandum; (iv) an employment agreement with each of the Key Employees, duly executed by the applicable Key Employee, in form and substance reasonably satisfactory to the Buyer (the “Employment Agreements”); (v) a management and administrative services agreement by and among the Buyer, 2WRMS and the 2WRMS Shareholders, duly executed by 2WRMS and the 2WRMS Shareholders in form and substance reasonably satisfactory to the Buyer (the “Management Services Agreement”); (vi) a share transfer agreement in form and substance reasonably satisfactory to the Buyer, duly executed by each of the 2WRMS Shareholders (the “Share Transfer Agreement”); (vii) an asset transfer agreement by and among the Buyer and the Companies, duly executed by each of the Companies in form and substance reasonably satisfactory to the Buyer (the “Asset Transfer Agreement”) to transfer certain assets and liabilities between the Buyer and the Companies as set forth therein; (viii) an escrow agreement in form and substance reasonably satisfactory to the Buyer, duly executed by the Shareholder Representative (the “Escrow Agreement”); (ix) written resignations of all members of each Company’s board of directors and officers; (x) a good standing certificate for each Company from the state of its organization and the Secretary of State in each other jurisdiction in which such Company is required to qualify to do business as a foreign corporation, in each case dated as of a date as near as reasonably practicable to the Closing Date; (xi) the written consents, approvals, waivers, notices or cause similar authorizations required to be deliveredobtained or given by any Person in order to consummate the transactions contemplated by the Transaction Documents, including those consents, approvals, waivers, notices or similar authorizations set forth on Schedule 2.4(a)(x), in form and substance reasonably acceptable to the Buyer; (xii) evidence satisfactory to the Buyer that the Companies 401(k) Plan and the other Employee Benefits Plan have been terminated; (xiii) evidence satisfactory to the Buyer of payment in full of all Transaction Fees effective as of the Closing; (xiv) an investment questionnaire from each SellerSeller in form and substance satisfactory to the Buyer; (xv) an agreement, in form and substance reasonably satisfactory to the written legal opinion of Buyer, terminating the W▇▇▇▇▇ Phantom Share Agreement, duly executed by 2WRCO and D▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇ (the “W▇▇▇▇▇ Phantom Share Termination Agreement”); (xvi) for each outstanding Company PPP Loan at signing, Cayman Islands counsel either (i) a PPP Escrow Agreement, duly executed by the Seller Representative, the applicable PPP Lender and the applicable Company, along with evidence reasonably satisfactory to the Buyer that a loan forgiveness application has been submitted to the PPP Lender for Purchasersuch Company PPP Loan or (ii) evidence reasonably satisfactory to the Buyer that each of the loan forgiveness applications for Company PPP Loans outstanding at signing has been forgiven by the U.S. Small Business Administration; (xvii) no less than three (3) Business Days prior to the Closing Date, addressed to Sellers and dated Schedule A setting forth the Companies’ Funded Indebtedness included in Assumed Indebtedness as of the Closing Date; (xviii) no less than three (3) Business Days prior to the Closing Date, the Estimated Closing Statement, including (A) the Estimated Working Capital, (B) the Estimated Closing Cash and (C) the Estimated Assumed Indebtedness; and (xix) such other documents or instruments in form and substance reasonably acceptable to the form set forth in Exhibit F.Buyer as the Buyer may deem reasonably necessary or as may be required to consummate the transactions contemplated hereby. (b) At the Closing, the Company and Buyer shall deliver or cause to be delivered to the Sellers: (i) the cash balance of the Initial Purchase Price; (ii) the Closing Payment Shares (less the Escrowed Shares); (iii) evidence reasonably satisfactory to the Sellers that the Buyer has made the payments required by Section 2.1; (iv) each of the Employment Agreements, duly executed by an authorized officer of the Buyer; (v) the Management Services Agreement, duly executed by the Buyer; (vi) the Share Transfer Agreement, duly executed by the Buyer; (vii) the Asset Transfer Agreement, duly executed by the Buyer; and (viii) the Escrow Agreement, duly executed by the Buyer. (c) At the Closing, the Buyer shall also deliver, or cause to be delivered, the Escrowed Shares to Purchaser the following documents or instruments: (i) duly executed instruments of transfer of the Acquired Shares in favor of Purchaser; (ii) share certificates representing Sellers’ ownership of the Acquired Shares (for cancellation); (iii) a copy of the register of members of the Company dated as of the Closing Date and certified by the Company’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition of the Acquired Shares; (iv) a share certificate representing Purchaser’s ownership of the Acquired Shares; (v) the written resignation of all directors of the Company from the board of directors of the Company and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon Closing; (vi) a certificate of incumbency dated as of the Closing Date and issued by the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the Company; (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit D; (viii) the written legal opinion of Zhong Lun Law Firm, PRC counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit E; (ix) the minutes of the board meetings of the Company resolving that: (1) the instruments of transfer referred to in paragraph (i) above shall be approved for; (2) the resignation of the directors of the Company referred to in paragraphs (v) shall be accepted; and (3) such persons as Purchaser may nominate shall be appointed as the new directors of the Company; and (x) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company SubsidiariesEscrow Agent.

Closing Deliveries. At the Closing, each of the following parties shall deliver or cause to be delivered to the designated party or parties all of the following, and in the case of executed agreements, documents or instruments, in each case executed by the Party or a duly authorized representative of the Party on such Party's behalf; (a) At Closing, Purchaser shallThe PEARL Parties shall deliver to Purchaser: (i) deliver, endorsed share certificates or cause to be delivered, to each Seller, duly executed instruments of transfer of such Seller’s Proportional Share stock powers for 100% of the Consideration Shares outstanding shares of the PEARL Common Stock held by the PEARL Parties; (ii) resolutions of the board of directors of PEARL approving and authorizing the execution, delivery and performance by it of this Agreement and the Ancillary Agreements to which it is a party and the consummation by it of the transactions described in favor this Agreement and the Ancillary Agreements attached hereto as Exhibit E; (iii) Executed counterparts of such SellerEmployment Agreements with each of the key employees of the PEARL Group Members which Purchaser may designate prior to Closing in substantially the form attached hereto as Exhibit C (the "Employment Agreements"). (iv) Consents from third parties, including any governmental entity, landlord or other person material to the business of any PEARL Group Member and necessary, in the reasonable opinion of Purchaser, for the consummation by Purchaser of the transactions contemplated hereby; and (iiv) deliver, or cause all other items required to be delivered, delivered pursuant to each Seller, the written legal opinion provisions of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, Cayman Islands counsel for Purchaser, addressed to Sellers and dated as of the Closing Date, in the form set forth in Exhibit F.this Agreement; (b) At Closing, the Company and Sellers Purchaser shall deliver, or cause deliver to be delivered, to Purchaser the following documents or instrumentsSeller: (i) duly executed instruments all items required to be delivered pursuant to the provisions of transfer of the Acquired Shares in favor of Purchaserthis Agreement; (ii) share certificates representing Sellers’ ownership resolutions of the Acquired Shares (for cancellation); (iii) a copy of the register of members of the Company dated as of the Closing Date and certified by the Company’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition of the Acquired Shares; (iv) a share certificate representing Purchaser’s ownership of the Acquired Shares; (v) the written resignation of all directors of the Company from the board of directors of EPIC approving and authorizing the Company execution, delivery and performance by it of this Agreement and the written resignation of all legal representatives Ancillary Agreements to which it is a party and directors the consummation by it of the Company Subsidiaries from their respective offices, effective upon Closing; (vi) a certificate of incumbency dated transactions described in this Agreement and the Ancillary Agreements attached hereto as of the Closing Date and issued by the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the Company; (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit D; (viii) the written legal opinion of Zhong Lun Law Firm, PRC counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit E; (ix) the minutes of the board meetings of the Company resolving that: (1) the instruments of transfer referred to in paragraph (i) above shall be approved for; (2) the resignation of the directors of the Company referred to in paragraphs (v) shall be acceptedF; and (3iii) such persons indemnification agreement substantially in the form attached hereto as Purchaser may nominate shall be appointed as Exhibit G wherein EPIC agrees to indemnify, defend and hold the new directors Shareholders harmless from any claims or liabilities of any type relating to any personal guaranties made by and of the Company; and (x) the complete set Shareholders for or on behalf of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company Subsidiariesany PEARL Group Member.

Closing Deliveries. Purchaser shall have received, in form and substance reasonably satisfactory to Purchaser, such agreements, documents, instruments and certificates as shall be reasonably requested by Purchaser to consummate the transactions contemplated hereby to and convey to Purchaser all of the Shares as contemplated herein, including the following duly executed instruments: (a) At Closingall consents listed on Schedule 3.3, Purchaser shall:except for the Regulatory Approvals, if any; (ib) delivera good standing certificate for each Company Entity, or cause dated within 5 days of the Closing Date; (c) Stock Certificates relating to be deliveredthe Shares and the ADEXCOMM Shares and Unit Certificates relating to the Units; (d) a Secretary’s Certificate of each Company Entity, certifying as to each Seller, duly executed instruments resolutions adopted by the Board of transfer Directors of such Seller’s Proportional Share of Company Entity approving the Consideration Shares in favor of such Seller; andtransactions described herein; (iie) deliver, or cause to be delivered, to each Seller, the written legal opinion of an employment agreement between ▇▇▇▇▇▇▇ ▇▇▇▇ & and the Company on terms satisfactory to Purchaser, including, but not limited to, the following terms and conditions: (i) one year from Closing Date term; (ii) $225,000 in salary; (iii) 10% bonus tied to an increase in EBITDA over a threshold amount (“▇▇▇▇▇▇▇, Cayman Islands counsel for Purchaser, addressed to Sellers and dated as of the Closing Date, in the form set forth in Exhibit F. (b) At Closing, the Company and Sellers shall deliver, or cause to be delivered, to Purchaser the following documents or instruments: (i) duly executed instruments of transfer of the Acquired Shares in favor of Purchaser; (ii) share certificates representing Sellers’ ownership of the Acquired Shares (for cancellation’▇ Employment Agreement”); (iiif) a copy payoff letter or similar documentation, in form reasonably acceptable to Purchaser, with respect to all Closing Payoff Debt, which letters (each a “Payoff Letter”) provide for the full satisfaction of all obligations related to the Closing Payoff Debt, and with respect to any secured Closing Payoff Debt, the release of all Liens relating to such Closing Payoff Debt, in each case following satisfaction of the register terms contained in such Payoff Letters; together with executed UCC-2 or UCC-3 termination statements (or any other applicable termination statement) executed by each Person holding Closing Payoff Debt that provides for a security interest in any assets of members of the a Company dated as of the Closing Date and certified by the Company’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition of the Acquired SharesEntity; (ivg) a share certificate representing Purchaser’s ownership of the Acquired Shares; (v) the written resignation of all directors of the Company from the board of directors of the Company and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon Closing; (vi) a certificate of incumbency dated as of the Closing Date and issued by the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the Company; (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed to Purchaser dated as of the Closing Dateconfidentiality agreement, in the form set forth in Exhibit D; (viii) the written legal opinion of Zhong Lun Law Firmreasonably acceptable to Purchaser, PRC counsel for the Companyexecuted by ADEX Medical, addressed to Purchaser dated as of the Closing DateADEX Telecom, in the form set forth in Exhibit E; (ix) the minutes of the board meetings of the Company resolving that: (1) the instruments of transfer referred to in paragraph (i) above shall be approved for; (2) the resignation of the directors of the Company referred to in paragraphs (v) shall be acceptedInc. and ADEX LLC; and (3h) such persons as Purchaser may nominate shall be appointed as a subordination agreement substantially in the new directors form of Exhibit C executed by each Seller (the Company; and (x) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company Subsidiaries“Subordination Agreement”).

Closing Deliveries. (a) At or prior to the Closing, the Company will issue, deliver or cause to be delivered to the Purchaser shall:(or to each Individual Purchaser, as the case may be) the following (“Company Deliverables”): (i) deliver, or cause to be delivered, to each Sellerthis Agreement, duly executed instruments of transfer of such Seller’s Proportional Share of by the Consideration Shares in favor of such Seller; andCompany; (ii) deliverstock certificates, or cause free and clear of all restrictive and other legends (except as expressly provided in Section 4.2(b)), evidencing the Shares to be deliveredpurchased by each Individual Purchaser, which for any such Individual Purchaser shall be equal to each Seller(A) ( 1) the aggregate number of shares of Common Stock to be purchased by the Purchaser, multiplied by (2) the written percentage allocation specified for such Individual Purchaser in Annex I hereto, and (B) (1) the aggregate number of shares of Nonvoting Preferred Stock to be purchased by the Purchaser, multiplied by (2) the percentage allocation specified for such Individual Purchaser in Annex I hereto, registered in the name of the applicable Individual Purchaser or as otherwise set forth on such Individual Purchaser’s Stock Certificate Questionnaire included as Exhibit A hereto (“Stock Certificates”); (iii) a legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇Company Counsel, Cayman Islands counsel for Purchaser, addressed to Sellers and dated as of the Closing Date, in substantially the form set forth attached hereto as Exhibit B, executed by such counsel and addressed to the Purchaser, which opinion shall be identical in Exhibit F. (b) At Closing, all material respects to any opinion that may be delivered to the Company and Sellers shall deliver, or cause to be delivered, to Purchaser the following documents or instruments: (i) duly executed instruments of transfer Other Purchasers as part of the Acquired Shares in favor of PurchaserPrivate Placement; (iiiv) share certificates representing Sellers’ ownership of the Acquired Shares (for cancellation)Registration Rights Agreement, duly executed by the Company; (iiiv) a copy certificate of the register of members Secretary of the Company Company, in the form attached hereto as Exhibit C, dated as of the Closing Date and certified Date, (a) certifying the resolutions adopted by the Company’s registered agent in Board of Directors approving the British Virgin Islandstransactions contemplated by the Transaction Documents, which gives effect to Purchaser’s acquisition including the issuance of the Acquired Shares; Shares under this Agreement and the shares of Common Stock under the Other Purchase Agreements, (ivb) a share certificate representing Purchaser’s ownership certifying the current versions of the Acquired Shares; (v) the written resignation of all directors Constituent Documents of the Company from Company, and (c) certifying as to the board of directors signatures and authority of the Company individuals signing the Transaction Documents and the written resignation of all legal representatives and directors related documents on behalf of the Company Subsidiaries from their respective offices, effective upon ClosingCompany; (vi) a certificate of incumbency dated as of the Closing Date and issued by the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors Chief Executive Officer of the Company; (vii) , in substantially the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegelsform attached hereto as Exhibit D, British Virgin Islands counsel for the Company, addressed to Purchaser dated as of the Closing Date, in certifying to the form set forth in Exhibit D; (viii) the written legal opinion of Zhong Lun Law Firm, PRC counsel for the Company, addressed to Purchaser dated as fulfillment of the Closing Dateconditions specified in Sections 5.l(a), in the form set forth in Exhibit E; (ix5.l(b) the minutes of the board meetings of the Company resolving that: (1) the instruments of transfer referred to in paragraph (i) above shall be approved for; (2) the resignation of the directors of the Company referred to in paragraphs (v) shall be acceptedand 5.lG); and (3vii) such persons a Certificate of Good Standing and a Certificate of Existence for the Company from the Louisiana Secretary of State dated as of a recent date. (b) At or prior to the Closing, the Purchaser may nominate shall be appointed (or each Individual Purchaser, as the new directors case may be) will deliver or cause to be delivered to the Company the following (“Purchaser Deliverables”): (i) this Agreement, duly executed by each Individual Purchaser; (ii) the Subscription Amount, in U.S. dollars and in immediately available funds, by wire transfer in accordance with the Company’s written instructions; provided that each Individual Purchaser shall so deliver its portion of the CompanySubscription Amount in the amount specified for such individual in Annex I hereto. (iii) the Registration Rights Agreement, duly executed by each Individual Purchaser; and (xiv) a fully completed Stock Certificate Questionnaire for each Individual Purchaser in the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company Subsidiaries.form attached hereto as Exhibit A.

Closing Deliveries. (a) At As soon as commercially practicable after the Closing, Purchaser shallthe Seller will deliver or cause to be delivered to the Purchaser: (i) deliver, or cause to be delivered, to each Sellerthe duly executed Transfer Documents; (ii) certificates representing the Shares, duly executed instruments of endorsed in blank, with all the appropriate share transfer of such Seller’s Proportional Share of tax stamps affixed to the Consideration Shares in favor of such SellerTransfer Documents; and (iiiii) deliver, or cause to be delivered, to each Seller, the written legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, Cayman Islands counsel for Purchaser, addressed to Sellers and dated resignations effective as of the Closing Date, Date of each director and officer of the Company as the Purchaser may have requested in the form set forth in Exhibit F.writing. (b) At the Closing, the Company and Sellers shall deliver, Purchaser will deliver or cause to be delivereddelivered to the Seller the Closing Payment, less any amounts withheld in accordance with Section 6.9 hereof, by wire transfer of immediately available funds to the account specified by the Seller. (c) Upon delivery of the items set forth in Section 1.5(a) to the Purchaser (such delivery date, the “Final Payment Date”), the Escrow Amount will be distributed to the Seller. In the event the Escrow Agreement has not been executed as of the Final Payment Date, the Purchaser will pay the Escrow Amount to the Seller on the Final Payment Date. (d) In the event that the documents set forth in Section 1.5(a) are not delivered within 90 calendar days of the Closing (which failure is not caused by any act or omission of the Purchaser), the Purchaser will be entitled to retain any interest accrued on the Escrow Amount pursuant to the Escrow Agreement through the termination of the Escrow Agreement. The parties further recognize and agree that any breach of Section 1.5(a) may give rise to irreparable harm to the Purchaser for which money damages would not be an adequate remedy and, agree that, in addition to the other remedies, the Purchaser will be entitled to enforce the terms of this Agreement by decree of specific performance without the necessity of proving the inadequacy of a remedy of money damages. (e) In connection with the Closing, the parties, as applicable, will cause the Company to undertake the following documents or instrumentsas soon as reasonably practicable thereafter: (i) duly executed instruments convene a meeting of transfer of the Acquired Shares in favor of Purchaser; (ii) share certificates representing Sellers’ ownership of the Acquired Shares (for cancellation); (iii) a copy of the register of members of the Company dated as of the Closing Date and certified by the Company’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition of the Acquired Shares; (iv) a share certificate representing Purchaser’s ownership of the Acquired Shares; (v) the written resignation of all directors of the Company from the board of directors of the Company (the “Company Board”) to discuss the following: (A) approval of the transfer of Shares from the Seller to the Purchaser or its nominees as set forth in the Transfer Documents; and (B) the written resignation appointment of all legal representatives and new directors nominated by the Purchaser to the Company Board; (ii) convene a second meeting of the Company Subsidiaries from their respective officesBoard within 7 days of the meeting referred to in subsection (i) above to note the resignations of the existing directors, effective upon Closingas may be requested by the Purchaser; (iii) file a Form 32 for the resignation of the existing directors and appointment of new directors to the Company Board, as required under applicable Law; (iv) record the changes to the Register of Members maintained by the Company under applicable Law; (v) make an endorsement back of the Share Certificate submitted to it by the Purchaser; and (vi) a certificate of incumbency dated as of the Closing Date and issued by instruct the Company’s registered agent in bank to change the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the Company; (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel authorized signatories for the Company, addressed ’s bank account(s) to Purchaser dated as of the Closing Date, in persons designated by the form set forth in Exhibit D; (viii) the written legal opinion of Zhong Lun Law Firm, PRC counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit E; (ix) the minutes of the board meetings of the Company resolving that: (1) the instruments of transfer referred to in paragraph (i) above shall be approved for; (2) the resignation of the directors of the Company referred to in paragraphs (v) shall be accepted; and (3) such persons as Purchaser may nominate shall be appointed as the new directors of the Company; and (x) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company SubsidiariesPurchaser.

Closing Deliveries. (a) At the Closing, Purchaser shall: (i) deliver, Seller shall deliver or cause to be delivereddelivered to Purchaser, to each Seller, duly executed instruments of transfer of such Seller’s Proportional Share of the Consideration Shares in favor of such Seller; and (ii) deliver, and/or Purchaser shall deliver or cause to be delivered, delivered to each Seller, the written legal opinion of ▇▇▇▇as applicable: (a) A b▇▇▇ ▇of sale and assignment and assumption agreement in substantially the form attached hereto as Exhibit E (the “B▇▇▇ & ▇▇▇▇▇▇▇of Sale”), Cayman Islands duly executed by each Party thereto, and any other instruments of assignment and transfer duly executed by Seller and Aerojet, in form and substance reasonably satisfactory to counsel for Purchaser, addressed sufficient to Sellers convey, transfer and dated as assign to Purchaser all right, title and interest of Seller and Aerojet (to the Closing Date, extent of their respective ownership interests) in and to the form set forth in Exhibit F.Purchased Assets; (b) At ClosingThe transition services agreement in substantially the form attached hereto as Exhibit F (the “Transition Services Agreement”), as revised by the Company and Sellers shall deliverParties on or before Closing to delete those Services (as defined therein) which Purchaser will not require be provided by the Seller Parties in accordance with the terms thereof, or cause to be delivered, to Purchaser the following documents or instruments: (i) duly executed instruments of transfer of the Acquired Shares in favor of Purchaserby each Party thereto; (iic) share certificates representing Sellers’ ownership A ground lease between Aerojet and Purchaser in substantially the form attached hereto as Exhibit G (the “Ground Lease”), and the documents provided for therein (provided that the parties shall cooperate to prepare Exhibits I-K of such Ground Lease as such exhibits are described therein, in form reasonably acceptable to both parties, prior to the Closing), each duly executed by each Party thereto; (d) A lease between Aerojet and Purchaser for certain warehouse buildings located on Aerojet land outside of the Acquired Shares Leased Property in substantially the form attached hereto as Exhibit H (the “Warehouse Lease”), duly executed by each Party thereto; (e) A lease between Aerojet and Purchaser for cancellationa certain building located on the Leased Property in substantially the form attached hereto as Exhibit I (the “Aerojet Lease”), duly executed by each Party thereto; (f) The certificates and other documents required to be delivered pursuant to ARTICLE IX; (g) Payment by wire transfer in immediately available funds of the portion of the Purchase Price identified in Section 3.1(b)(i) as adjusted pursuant to the terms of Section 3.1(c); (iiih) a copy of the register of members of the Company dated as of the Closing Date A true and complete copy, certified by the Company’s registered agent in the British Virgin IslandsSecretary or an Assistant Secretary of each Party, which gives effect to Purchaser’s acquisition of the Acquired Shares; (iv) a share certificate representing Purchaser’s ownership of the Acquired Shares; (v) the written resignation of all directors of the Company from resolutions duly and validly adopted by the board of directors of the Company and the written resignation of all legal representatives and directors that Party evidencing its authorization of the Company Subsidiaries from their respective offices, effective upon Closingexecution and delivery of this Agreement and consummation of the Transaction; (vii) The Trademark License Agreement as provided in Section 8.5, duly executed by each Party thereto; (j) A cross-receipt acknowledging Seller’s receipt of the Purchase Price and Purchaser’s receipt of the Purchased Assets duly executed by each Party thereto; (k) For each Owned Property, a valid current certificate of incumbency dated as of the Closing Date and use or occupancy issued by the Company’s registered agent in the British Virgin Islandsapplicable Governmental Authority (collectively, showing that persons “Certificates of Use and Occupancy”); (l) All such other documents and instruments of assignment, transfer or conveyance as Purchaser may nominate shall have been appointed reasonably request or as may be otherwise necessary to evidence and effect the new directors sale, transfer, assignment, conveyance and delivery of the CompanyPurchased Assets to Purchaser and to put Purchaser in actual possession or control of the Purchased Assets; (viim) Subject to the written legal opinion provisions of ▇▇▇▇▇▇ Westwood & RiegelsSection 7.19 hereof, British Virgin Islands counsel for the Company, addressed to Purchaser dated as of the Closing Date, a license regarding certain Polyfox Intellectual Property in substantially the form set forth in attached hereto as Exhibit DJ (the “Polyfox License”), duly executed by Aerojet and Purchaser; (viiin) the written legal opinion of Zhong Lun Law Firm, PRC counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit EThe Guaranty duly executed by Parent; (ixo) the minutes of the board meetings of the Company resolving that: (1) the instruments of transfer referred to in paragraph (i) above shall be approved forThe Note, duly executed by Purchaser; (2p) If required pursuant to Section 12.8 hereof, the resignation of the directors of the Company referred to in paragraphs (v) shall be acceptedPurchaser Guaranty duly executed by Purchaser; and (3q) All such persons other documents and instruments as Seller may reasonably request or as may be otherwise necessary or desirable to evidence and effect the assumption by Purchaser may nominate shall be appointed as the new directors of the Company; and (x) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company SubsidiariesAssumed Liabilities.

Closing Deliveries. Upon the terms and subject to the condition of this Agreement, to consummate the transactions set forth in Section 1.02 and without double-counting any amount transferred at closing pursuant to any Related Agreement, at the Closing: (a) At Closingsubject to any adjustment pursuant to Sections 1.05(c) and 5.21, Purchaser shall, on behalf of itself and/or one or more of its Affiliates, pay to Sellers an aggregate amount in cash equal to $2,000,000,000 (the “Purchase Price”) by wire transfer of immediately available funds in the amounts and to the account(s) designated by LNC in writing at least three (3) Business Days prior to the Closing Date, with the exact amount of each payment to be determined according to the allocation methodology provided for in Section 5.23 hereof; (b) Lincoln Life, LAL and Lincoln Barbados shall cede or retrocede to Purchaser (or a Purchaser Affiliate) the Insurance Contracts and Purchaser (or a Purchaser Affiliate) shall reinsure the Insurance Contracts pursuant to the Reinsurance Agreements; (c) LNC shall deliver to Purchaser (or a Purchaser Affiliate) certificates representing, all the outstanding capital stock of Lincoln Bermuda, Linsco, Old Fort, LRRMS, LNMS, LNRM, LNSS, LNII, Lincoln China and KLRS and (ii) all of the outstanding capital stock of SER owned by LNC, in each case, accompanied by stock powers duly executed in blank or duly executed instruments of transfer; (d) Lincoln Life shall deliver to Purchaser (or a Purchaser Affiliate) certificates representing all the outstanding capital stock of LNH&C and LNRAC, in each case, accompanied by stock powers duly executed in blank or duly executed instruments of transfer; (e) LNC and Lincoln Life will transfer to Purchaser (or a Purchaser Affiliate) the Transferred Assets owned by them (including Investment Assets and Transferred Statutory Assets having a value determined pursuant to Section 1.04(d)) by a ▇▇▇▇ of Sale and General Assignment; (f) Lincoln Barbados will transfer to Purchaser (or a Purchaser Affiliate) the Transferred Assets owned by it (including Investment Assets and Transferred Statutory Assets having a value determined pursuant to Section 1.04(e)) by a ▇▇▇▇ of Sale; (g) LAL will transfer to Purchaser (or a Purchaser Affiliate) the Transferred Assets owned by it (including Investment Assets and Transferred Statutory Assets having a value determined pursuant to Section 1.04(f)) by a ▇▇▇▇ of Sale; (h) LNC, Lincoln Life, LAL and Lincoln Barbados shall transfer to Purchaser (or a Purchaser Affiliate), and Purchaser (or a Purchaser Affiliate) shall assume, the Assumed Liabilities pursuant to the LNC and Lincoln Life Assumption of Liabilities and Assignment of Contracts Agreement and the Lincoln Barbados Assumption of Liabilities and Assignment of Contracts Agreement; (i) To document the transactions set forth in Section 1.02 and certain related transactions, Sellers shall, and shall cause each applicable Company to, enter into and/or deliver and Purchaser and the Purchaser Affiliates shall, as applicable, enter into and deliver: (i) deliver, or cause to be delivered, to each Seller, duly executed instruments of transfer of such Seller’s Proportional Share of the Consideration Shares in favor of such Seller; and (ii) deliver, or cause to be delivered, to each Seller, the written legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, Cayman Islands counsel for Purchaser, addressed to Sellers and dated as of the Closing Date, in the form set forth in Exhibit F. (b) At Closing, the Company and Sellers shall deliver, or cause to be delivered, to Purchaser the following documents or instruments: (i) duly executed instruments of transfer of the Acquired Shares in favor of PurchaserLincoln Life Coinsurance Agreement; (ii) share certificates representing Sellers’ ownership of the Acquired Shares (for cancellation)Lincoln Life Funds Withheld Coinsurance Agreement; (iii) a copy of the register of members of the Company dated as of the Closing Date and certified by the Company’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition of the Acquired SharesLincoln Life Modified Coinsurance Agreement; (iv) a share certificate representing Purchaser’s ownership of the Acquired SharesLincoln Life Administrative Services Agreement; (v) the written resignation of all directors of the Company from the board of directors of the Company and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon ClosingLincoln Barbados Coinsurance Agreement; (vi) a certificate of incumbency dated as of the Closing Date and issued by the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the CompanyLincoln Barbados Funds Withheld Coinsurance Agreement; (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit DLincoln Barbados Modified Coinsurance Agreement; (viii) the written legal opinion of Zhong Lun Law Firm, PRC counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit ELincoln Barbados Coinsurance/Modified Coinsurance Agreement; (ix) the minutes of the board meetings of the Company resolving that: (1) the instruments of transfer referred to in paragraph (i) above shall be approved for; (2) the resignation of the directors of the Company referred to in paragraphs (v) shall be accepted; and (3) such persons as Purchaser may nominate shall be appointed as the new directors of the Company; and (x) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company Subsidiaries.

Closing Deliveries. At the Closing, (a) At Closing, Sellers shall deliver or cause to be delivered to Purchaser shallthe following: (i) deliver, or cause to be delivered, to each Seller, duly An executed instruments of transfer of such Seller’s Proportional Share copy of the Consideration Shares in favor of such Seller; and (ii) deliver, or cause to be delivered, to each Seller, the written legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, Cayman Islands counsel for Purchaser, addressed to Sellers and dated as of the Closing Date, in the form set forth in Exhibit F. (b) At Closing, the Company and Sellers shall deliver, or cause to be delivered, to Purchaser the following documents or instruments: (i) duly executed instruments of transfer of the Acquired Shares in favor of PurchaserStockholder Agreement; (ii) share certificates representing Sellers’ ownership An executed copy of an assignment and assumption agreement providing for the Acquired Shares assumption of Assumed Liabilities by Purchaser (for cancellationthe “Assignment and Assumption Agreement); (iii) a copy Such bills of sale, certificates of title and other instruments of transfer and conveyance as are reasonably necessary to transfer (or record with any Governmental Authority the register of members of transfer of) the Company dated as of the Closing Date and certified by the Company’s registered agent Purchased Assets to Purchaser in the British Virgin Islands, which gives effect to Purchaser’s acquisition of the Acquired Sharesaccordance herewith; (iv) a share certificate representing Purchaser’s ownership An executed copy of the Acquired SharesTransition Services Agreement; (v) the written resignation of all directors An executed copy of the Company from the board of directors of the Company and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon ClosingSupply Agreement; (vi) a certificate of incumbency dated as An executed copy of the Closing Date and issued by the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the CompanyIntellectual Property License Agreement; (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed to Purchaser dated as An executed copy of the Closing Date, in the form set forth in Exhibit DSublease; (viii) the written legal opinion of Zhong Lun Law FirmSubject to Section 1.1(f), PRC counsel for the Company, addressed to Purchaser dated as of the Closing Dateexecuted assignment and assumption agreements, in the form set forth in attached hereto as Exhibit EG, with respect to each Assumed Real Property Lease (collectively, the “Real Property Lease Assignments”); (ix) Executed stock transfer agreements, asset transfer agreements and/or other instruments of conveyance with respect to the minutes transfer of any portion of the board meetings of Purchased Assets outside the Company resolving that: United States (1) including, without limitation, Equity Interests in entities organized in jurisdictions outside the United States, in forms reasonably acceptable to Purchaser; it being understood that such agreements and/or other instruments of transfer referred conveyance are intended solely to formalize such foreign transfers in paragraph order to comply with any local Laws pertaining thereto) (i) above shall be approved for“Foreign Transfer Agreements”); (2x) Certificates representing the resignation Equity Interests, duly endorsed in blank or accompanied with appropriate stock powers and with all stock transfer Tax stamps affixed if stock, or duly executed assignments of such Equity Interests which are not held in the form of stock, or Sellers shall have taken such other actions as may be necessary under applicable Laws to transfer ownership of such Equity Interests to Purchaser; (xi) A certificate from each Seller, in form and substance reasonably satisfactory to Purchaser, establishing that the transfer of the Purchased Assets is exempt from withholding under Section 1445 of the Code; (xii) Required documentation in connection with Transfer Taxes, if any, including, any valid VAT invoice; (xiii) Resignations of those officers and directors of any Transferred Entity who are not employees of such Transferred Entity which Purchaser shall request in writing before the Company referred to in paragraphs Closing; (vxiv) shall be acceptedBooks and records of the Transferred Entities, including for each, the corporate minute book, seal (where applicable) and stock ledger book; and (3xv) an executed copy of a termination notice in substantially the form attached hereto as Schedule 2.3(a)(xv) given by Honeywell Deutschland GmbH to HCS Germany with regard to the domination and profit transfer agreement (Beherrschungs-und Gewinnabführungsvertrag) in place between such persons parties, including a confirmation of receipt of such notice by HCS Germany. (b) Purchaser shall deliver to Sellers the following: (i) the Cash Consideration pursuant to Section 1.6; (ii) Certificates representing the Stock Consideration registered in the name of Honeywell (or one or more of its designated Affiliates), which certificate(s) may be legended as Purchaser may nominate shall be appointed as provided in the new directors Stockholder Agreement; (iii) Executed copies of the CompanyStockholder Agreement, the Assignment and Assumption Agreement, the Transition Services Agreement, the Supply Agreement, the Intellectual Property License Agreement, the Real Property Lease Assignments, and the Sublease (iv) An opinion of counsel as to the valid issuance of the Stock Consideration; (v) Required documentation in connection with Transfer Taxes, if any, including but not limited to completed resale certificates for each state in which Inventory transferred pursuant to this Agreement is located for purposes of the respective state’s sales and use taxes; and (xvi) All such other documents and instruments of assumption as shall be reasonably necessary for Purchaser to assume the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company SubsidiariesAssumed Liabilities in accordance herewith.

Closing Deliveries. (a) At the Closing, the Sellers shall deliver or cause to be delivered to the Purchaser shall:the following (the “Seller Deliverables”): (i) deliver, or cause to be delivered, to each Seller, The duly executed instruments Assignment by the Sellers; (ii) The duly executed signature page of transfer the Registration Rights Agreement for the Sellers; (iii) A certificate executed by each Seller to the effect that, except as otherwise stated in such certificate, each of such Seller’s Proportional Share representations and warranties in this Agreement was accurate in all material respects as of the Consideration Shares date of this Agreement and is accurate in favor all material respect as of such Seller; andthe Closing Date; (iiiv) deliverThe Amended and Restated NP Operating Agreement executed by each member of NP; (v) The Bogachev Indemnity, or cause to be delivered, to each Seller, the written legal opinion of executed by ▇▇▇▇▇▇▇ ▇▇▇▇ & . ▇▇▇▇▇▇▇▇; and (vi) Such other documents, Cayman Islands counsel for Purchaser, addressed to Sellers and dated as certifications or evidence of the Closing DateSellers’ authority reasonably requested by the Purchaser or its counsel, in the form set forth in Exhibit F.as well as such other documents or instruments contemplated by this Agreement. (b) At the Closing, the Company and Sellers Purchaser shall deliver, deliver or cause to be delivered, delivered to Purchaser the Sellers the following documents or instruments:(the “Purchaser Deliverables”): (i) duly executed instruments of transfer A certificate or certificates representing the shares of the Acquired Shares in favor of Purchaser Common Stock issuable to the Sellers pursuant to Section 2.2(a), provided, however, that the Purchaser’s delivery shall be subject to compliance with NASDAQ notification rules for insider issuances and such time as is necessary for AST to issue such certificate(s); (ii) share certificates representing Sellers’ ownership The balance of the Acquired Shares (for cancellationPurchase Price in immediately available funds pursuant to Section 2.2(b); (iii) a copy The duly executed acceptance of the register of members of the Company dated as of the Closing Date and certified Assignment by the Company’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition of the Acquired Shares; (iv) a share certificate representing Purchaser’s ownership The duly executed signature page of the Acquired SharesRegistration Rights Agreement for the Purchaser; (v) A certificate executed by the written resignation of all directors Purchaser to the effect that, except as otherwise stated in such certificate, each of the Company from the board of directors Purchaser’s representations and warranties in this Agreement was accurate in all material respects as of the Company date of this Agreement and the written resignation of is accurate in all legal representatives and directors material respects as of the Company Subsidiaries from their respective offices, effective upon ClosingClosing Date; (vi) a certificate of incumbency dated as of A duly executed counterpart signature page to the Closing Date and issued by NP Operating Agreement for the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the Company;Purchaser; and (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & RiegelsSuch other documents, British Virgin Islands counsel for the Company, addressed to Purchaser dated as certifications or evidence of the Closing DatePurchaser’s authority reasonably requested by the Sellers or their counsel, in the form set forth in Exhibit D; (viii) the written legal opinion of Zhong Lun Law Firm, PRC counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit E; (ix) the minutes of the board meetings of the Company resolving that: (1) the well as such other documents or instruments of transfer referred to in paragraph (i) above shall be approved for; (2) the resignation of the directors of the Company referred to in paragraphs (v) shall be accepted; and (3) such persons as Purchaser may nominate shall be appointed as the new directors of the Company; and (x) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company Subsidiariescontemplated by this Agreement.

Closing Deliveries. (a) At Except as otherwise indicated below, at the Closing, Purchaser shallAstraZeneca shall deliver the following to Horizon: (i) deliver, or cause to be delivered, to each Seller, duly executed instruments of transfer of such Seller’s Proportional Share of the Consideration Shares Ancillary Agreements to which AstraZeneca is a party, other than the Post-Transition Safety Data Exchange Agreement, the Three Party Letter Agreement and the Guarantee, validly executed by a duly authorized officer of AstraZeneca; (ii) a receipt acknowledging receipt of the Purchase Price in favor satisfaction of Horizon’s obligations pursuant to Section 2.3.1, validly executed by a duly authorized representative of AstraZeneca; and (iii) the Purchased Assets; provided, that (A) with respect to tangible Purchased Assets delivery shall be made as set forth in Schedule 2.4.2(a)(iii), and (B) AstraZeneca may retain one copy of the Product Records included within the Purchased Assets and the Purchased Contracts (and, for clarity, prior to delivering or making available any files, documents, instruments, papers, books and records containing Product Records to Horizon, AstraZeneca shall be entitled to redact from such Sellerfiles, documents, instruments, papers, books and records any information to the extent that it does not relate to the Product Business; provided, that, upon Horizon’s request, AstraZeneca shall provide Horizon with a general description of any such information redacted by AstraZeneca to the extent that AstraZeneca is permitted to do so; (iv) the Patheon Letter; (v) the AstraZeneca FDA Intent Letters; (vi) the AstraZeneca FDA Transfer Letters; and (vii) the Vimovo Litigation Records Side Letter. (b) At the Closing, Horizon shall deliver the following to AstraZeneca: (i) each of the Ancillary Agreements to which Horizon is a party, other than the Post-Transition Safety Data Exchange Agreement and the Three Party Letter Agreement, validly executed by a duly authorized officer of Horizon; and (ii) deliver, or cause to be delivered, to each Seller, the written legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, Cayman Islands counsel for Purchaser, addressed to Sellers and dated as of the Closing Date, Purchase Price in the form set forth in Exhibit F. (b) At Closing, the Company and Sellers shall deliver, or cause to be delivered, to Purchaser the following documents or instruments: (i) duly executed instruments of transfer of the Acquired Shares in favor of Purchaser; (ii) share certificates representing Sellers’ ownership of the Acquired Shares (for cancellation)accordance with Section 2.3.1; (iii) a copy of the register of members of the Company dated as of the Closing Date and certified by the Company’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition of the Acquired SharesHorizon FDA Intent Letters; (iv) a share certificate representing Purchaser’s ownership of the Acquired Shares;Horizon FDA Transfer Letters; and (v) the written resignation of all directors Vimovo Litigation Records Side Letter. (c) Horizon shall conduct a quality and completeness review of the Company from Regulatory Documentation transferred to it pursuant to Section 2.4.2(a)(iii) promptly following such transfer and, as soon as possible, but no later than 60 days after each transfer, shall notify AstraZeneca in writing of any problems or issues experienced by Horizon regarding the board completeness, navigation or readability of directors such transferred Regulatory Documentation that Horizon reasonably and in good faith believes are related to the transfer of such Regulatory Documentation (and not, for example, related to Horizon system capabilities or compatibility). AstraZeneca shall use its commercially reasonable efforts to assist Horizon in remedying any such problems or issues (if any) as soon as reasonably practicable following AstraZeneca’s receipt of Horizon’s notice of the Company and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon Closing; (vi) a certificate of incumbency dated as of the Closing Date and issued by the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the Company; (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit D; (viii) the written legal opinion of Zhong Lun Law Firm, PRC counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit E; (ix) the minutes of the board meetings of the Company resolving that: (1) the instruments of transfer referred to in paragraph (i) above shall be approved for; (2) the resignation of the directors of the Company referred to in paragraphs (v) shall be accepted; and (3) such persons as Purchaser may nominate shall be appointed as the new directors of the Company; and (x) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company Subsidiariessame.

Closing Deliveries. (a) At the First Closing, the Second Closing and any Option Closing (each, a "Closing"): Seller will: deliver to Purchaser shall: (i) deliver, or cause all certificates representing the Shares to be delivered, to each Sellerpurchased at such Closing, duly endorsed (or accompanied by duly executed instruments of stock powers) for transfer to Purchaser; provided, however, that with respect to any Common Shares held in "street name," delivery of such Common Shares will be effected on a delivery versus payment basis by book entry transfer through the facilities of one or more brokerage firms or clearing agencies, as specified by the Parties; deliver to Purchaser a certificate executed by Seller stating that (A) each of Seller’s Proportional Share of the Consideration Shares 's representations and warranties in favor of such Seller; and (ii) deliver, or cause to be delivered, to each Seller, the written legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, Cayman Islands counsel for Purchaser, addressed to Sellers and dated this Agreement was accurate in all respects as of the Effective Date and is accurate in all respects as of such Closing Date as if made on such Closing Date, in and (B) the form conditions set forth in Exhibit F. Articles VI and VII have been fulfilled (b) At Closing, the Company "Seller Compliance Certificate"); and Sellers shall deliver, or cause to be delivered, deliver to Purchaser the following other certificates, instruments and documents referred to in Article VII below and required to be delivered by Seller on or instruments: (i) duly executed instruments of prior to such Closing Date. Purchaser will: at the First Closing, deliver to Seller the Common Purchase Price and the Preferred Purchase Price for the Common Shares and Preferred Shares to be purchased at the First Closing, by wire transfer of $1,899,806.52 of immediately available funds to an account designated by Seller; at the Acquired Second Closing, deliver to Seller the Common Purchase Price and the Preferred Purchase Price for the Common Shares in favor and Preferred Shares to be purchased at the Second Closing, by wire transfer of $1,899,804.41 of immediately available funds to an account designated by Seller; at the Option Closing, if any, deliver to Seller the Option Price by wire transfer of immediately available funds to an account designated by Seller; deliver to Seller a certificate executed by Purchaser stating that each of Purchaser; (ii) share certificates representing Sellers’ ownership of the Acquired Shares (for cancellation); (iii) a copy of the register of members of the Company dated 's representations and warranties in this Agreement was accurate in all respects as of the Effective Date and is accurate in all respects as of such Closing Date and certified by the Company’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition of the Acquired Shares; (iv) a share certificate representing Purchaser’s ownership of the Acquired Shares; (v) the written resignation of all directors of the Company from the board of directors of the Company and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon Closing; (vi) a certificate of incumbency dated as of the Closing Date and issued by the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the Company; (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed to Purchaser dated as of the if made on such Closing Date; and deliver to Seller the other certificates, in the form set forth in Exhibit D; (viii) the written legal opinion of Zhong Lun Law Firm, PRC counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit E; (ix) the minutes of the board meetings of the Company resolving that: (1) the instruments of transfer and documents referred to in paragraph (i) above shall Article VII below and required to be approved for; (2) the resignation of the directors of the Company referred delivered by Purchaser on or prior to in paragraphs (v) shall be accepted; and (3) such persons as Purchaser may nominate shall be appointed as the new directors of the Company; and (x) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company SubsidiariesClosing Date.

Closing Deliveries. (a) At the Closing, Purchaser shallthe Seller and/or CGI will deliver or cause to be delivered to the Buyer: (i) a transition services Agreement by and between the Buyer and CGI (the “Transition Services Agreement”) in substantially the form of Exhibit F attached hereto; (ii) a b▇▇▇ of sale in substantially the form of Exhibit B attached hereto (the “B▇▇▇ of Sale”), duly executed and delivered by the Seller; (iii) an assignment and assumption agreement by and between the Buyer and CGI in substantially the form of Exhibit C attached hereto (the “Assignment and Assumption Agreement”), duly executed and delivered by CGI and applicable Subsidiaries of CGI; (iv) an assignment and assumption and license-back agreement in respect of the Purchased Intellectual Property in substantially the form of Exhibit D attached hereto (the “IP Assignment and License Back Agreement”), duly executed and delivered by the Seller; (v) a declaration by R▇▇▇▇▇▇ J▇▇▇▇ & Associates, Inc. (“RJA”) issued to CGI and the Seller (with a copy delivered by CGI to the Buyer) that summarizes the marketing process it has run for CGI, in sufficient detail to permit CGI to assess the adequacy of the process and the Seller to consider the commercial reasonableness of a private foreclosure sale to the Buyer, it being understood that such summary shall generally describe (with such redactions as are necessary to comply with the terms of any existing confidentiality agreements), the period(s) during which the marketing process occurred, the number of parties contacted, the number of parties that executed non-disclosure agreements, the number of parties that engaged in diligence, bids received to date and assets bid on (the “RJA Declaration”); (vi) UCC-3 termination statements terminating all financing statements filed against CGI, except with respect to the Equipment Leases; (vii) payoff letters and releases (in form and substance reasonably satisfactory to the Buyer) in respect of all debt repayment amounts set forth on Section 2.7(a)(vii) of the CGI Disclosure Schedule, and evidence of the release of Encumbrances, if any, associated with such amounts or evidence reasonably satisfactory to the Buyer and IDXG that upon receipt of the applicable payoff amount, the holder of Indebtedness thereof will release such Encumbrances (collectively, the “Payoff Letters”); (viii) an assignment and assumption agreement by and between the Buyer and CGI in substantially in the form of Exhibit G attached hereto (the “Equipment Lease Assignment and Assumption Agreement”), duly executed and delivered by CGI and/or applicable Subsidiaries of CGI; (ix) the Consents and Government Authorizations set forth in Schedule 2.7(a)(ix) (collectively, “Closing Consents”), each in form and substance reasonably acceptable to the Buyer; (x) the Funds Flow, duly executed by Seller and CGI; (xi) the Excess Consideration Note, duly executed by the Seller; (xii) affidavits from each of Seller, CGI and Gentris, LLC of non-foreign status, satisfying the requirements of Treasury Regulations Section 1.445-2(b); and (xiii) a b▇▇▇ of sale in substantially the form of Exhibit K attached hereto (the “Company B▇▇▇ of Sale”), duly executed and delivered by CGI and/or applicable Subsidiaries of CGI. (b) At the Closing, the Buyer will deliver, or cause to be delivered, to each Seller, duly executed instruments of the Seller or its designee/assignee: (i) by wire transfer of such Seller’s Proportional Share of immediately available funds, the Consideration Shares payments required by, and in favor of such Selleraccordance with, Section 2.8; and (ii) the B▇▇▇ of Sale, the Company B▇▇▇ of Sale, the Assignment and Assumption Agreement, the IP Assignment and License-Back Agreement, the Transition Services Agreement, the Equipment Lease Assignment and Assumption Agreement, the Excess Consideration Note and the Funds Flow, each duly executed and delivered by the Buyer. (c) At the Closing, the Buyer will deliver, or cause to be delivered to CGI: the B▇▇▇ of Sale, the Company B▇▇▇ of Sale, the Assignment and Assumption Agreement, the IP Assignment and License-Back Agreement, the Equipment Lease Assignment and Assumption Agreement and the Transition Services Agreement, in each case duly executed and delivered by the Buyer. (d) At the Closing, the Seller will deliver, or cause to be delivered, to each Seller, the written legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, Cayman Islands counsel for Purchaser, addressed to Sellers and dated as of the Closing Date, in the form set forth in Exhibit F. (b) At Closing, the Company and Sellers shall deliver, or cause to be delivered, to Purchaser the following documents or instruments: CGI (i) duly executed instruments of transfer evidence, reasonably satisfactory to CGI, of the Acquired Shares release of all Encumbrances held by, or existing in favor respect of Purchaser; Indebtedness due to the Seller and SVB, and (ii) share certificates representing Sellers’ ownership by wire transfer of immediately available funds, the Acquired Shares (for cancellation); (iii) a copy of the register of members of the Company dated as of the Closing Date and certified by the Company’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition of the Acquired Shares; (iv) a share certificate representing Purchaser’s ownership of the Acquired Shares; (v) the written resignation of all directors of the Company from the board of directors of the Company and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon Closing; (vi) a certificate of incumbency dated as of the Closing Date and issued by the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the Company; (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form applicable payment amounts set forth on the Funds Flow in Exhibit D; (viii) the written legal opinion of Zhong Lun Law Firm, PRC counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit E; (ix) the minutes of the board meetings of the Company resolving that: (1) the instruments of transfer referred to in paragraph (i) above shall be approved for; (2) the resignation of the directors of the Company referred to in paragraphs (v) shall be accepted; and (3) such persons as Purchaser may nominate shall be appointed as the new directors of the Company; and (x) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company Subsidiariesaccordance with Section 2.8.

Closing Deliveries. (a) At or prior to each Closing, Purchaser shall: (i) deliverto the extent that RCAP’s Class B Units are certificated, or cause RCAP shall deliver to the Corporation certificates representing the number of Class B Units that, collectively, comprise the Operating Subsidiaries Group Units to be deliveredExchanged for Class A Shares as specified in the applicable Exchange Request (or an affidavit of loss in lieu thereof in customary form, but without any requirement to each Sellerpost a bond or furnish any other security), accompanied by unit powers, in form reasonably satisfactory to the corporate secretary of the Corporation (the “Transfer Agent”), duly executed instruments of transfer of such Seller’s Proportional Share of the Consideration Shares in favor of such Seller; and (ii) deliver, blank by RCAP or cause to be delivered, to each Seller, the written legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, Cayman Islands counsel for Purchaser, addressed to Sellers and dated as of the Closing Date, in the form set forth in Exhibit F. (b) At Closing, the Company and Sellers shall deliver, or cause to be delivered, to Purchaser the following documents or instruments: (i) its duly executed instruments of transfer of the Acquired Shares in favor of Purchaserauthorized attorney; (ii) share RCAP shall deliver to the Corporation for cancellation one or more certificates representing Sellers’ ownership a number of Class B Shares equal to the Acquired Shares number of Operating Subsidiaries Group Units specified in the applicable Exchange Request, subject to adjustment based on the Exchange Rate in effect at the applicable Closing (for cancellationor an affidavit of loss in lieu thereof in customary form, but without any requirement to post a bond or furnish any other security), accompanied by stock powers, in form reasonably satisfactory to the Transfer Agent, duly executed in blank by RCAP or its duly authorized attorney; (iii) a copy of if applicable, RCAP shall deliver evidence reasonably satisfactory to the register of members of Corporation that all Liens on its Operating Subsidiaries Group Units and Class B Shares delivered pursuant to Sections 2.01(e)(i) and 2.01(e)(ii) have been released (other than transfer restrictions imposed by or under applicable securities laws, the Company dated as of the Closing Date LLC Agreements and certified by the Company’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition of the Acquired Sharesthis Agreement); (iv) if RCAP delivers to the Corporation, pursuant to either Section 2.01(e)(i) or 2.01(e)(ii), a share certificate representing Purchaser’s ownership a number of Class B Units or Class B Shares that is greater than the Acquired number of Operating Subsidiaries Group Units or Class B Shares specified in the applicable Exchange Request, the Corporation will deliver (and, if applicable, cause the Operating Subsidiaries to deliver) to RCAP certificates representing the excess Class B Units or Class B Shares, as applicable; (v) each Operating Subsidiary shall deliver to the written resignation Corporation a certificate (or other indicia of all directors ownership) representing the number of Class A Units of such Operating Subsidiary equal to the Company from the board number of directors Class B Units of the Company such Operating Subsidiary that were Exchanged and the written resignation thereafter automatically converted, in accordance with Section 3.02(b) of all legal representatives and directors of the Company Subsidiaries from their respective officessuch Operating Subsidiary’s LLC Agreement, effective upon Closing;into Class B Units; and (vi) the Corporation shall deliver to RCAP a certificate representing the number of incumbency dated as of the Closing Date and issued by the Company’s registered agent Class A Shares that RCAP is entitled to receive for Operating Subsidiaries Group Units in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the Company; (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit D; (viii) the written legal opinion of Zhong Lun Law Firm, PRC counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit E; (ix) the minutes of the board meetings of the Company resolving that: (1) the instruments of transfer referred to in paragraph (i) above shall be approved for; (2) the resignation of the directors of the Company referred to in paragraphs (v) shall be accepted; and (3) such persons as Purchaser may nominate shall be appointed as the new directors of the Company; and (x) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company SubsidiariesExchange.

Closing Deliveries. At Closing, the Parties shall perform the following acts and shall deliver or cause to be delivered the following documents, which shall be deemed to have concurrently occurred: (a) At Closingthe Purchaser shall subscribe the Shares of the Capital Increase, execute a Shareholders’ Meeting of the Company approving such capital increase, substantially in the form provided in Schedule 4.2(a) hereto, and pay the Primary Purchase Price as described in Section 2.2(a) above in immediately available funds, in accordance with Section 2.3 above; (b) the Purchaser shall:shall pay to the Sellers the Secondary Purchase Price as described in Section 2.2(b) above, in immediately available funds, in accordance with Section 2.3 above; (c) each of the Sellers shall deliver to the Purchaser a receipt of the portion of the Secondary Purchase Price paid directly to such Sellers, substantially in the form provided in Schedule 4.2(c) hereto; (d) the Sellers shall transfer the Shares of Sellers to the Purchaser by executing the relevant transfer orders in the Share Transfer Registry Book (Livro de Registro de Transferência de Ações Nominativas) of the Company, duly signed by the Sellers and shall deliver to the Purchaser a copy of the transfer terms; (e) the Sellers shall cause the Company to make the relevant annotations in the Share Registry Book (Livro de Registro de Ações Nominativas) of the Company, reflecting the ownership of the Shares by Purchaser and shall deliver to the Purchaser a copy of the relevant annotation; (f) the Sellers shall deliver to the Purchaser a copy of (1) the relevant transfer order in the Share Transfer Registry Book (Livro de Registro de Transferência de Ações Nominativas) of Rock World, reflecting the transfer of the Shares in Rock World to the Company; and (2) the relevant annotations in the Share Registry Book (Livro de Registro de Ações Nominativas) of Rock World reflecting the ownership of the Shares in Rock World by the Company; (g) the Purchaser and Sellers shall execute the Company Shareholders’ Agreement substantially in the form provided in Schedule 4.2(g) hereto; (h) the Purchaser and Sellers shall hold and cause to be held pursuant to the Shareholders’ Agreement of the Company (1) a Shareholders’ Meeting of the Company and a Shareholders’ Meeting of Rock World substantially in form of Schedules 4.2(h)(1) and 4.2(h)(2) hereto to (i) approve amendment of the by-laws of the Company and Rock World, respectively; (ii) approve election of the members of the Board of Directors of the Company and Rock World; and (2) a Board of Directors’ Meeting of the Company and a Board of Directors’ Meeting of Rock World to approve election of the officers of the Company and Rock World; (i) deliver, or cause to be delivered, to each Seller, duly executed instruments of transfer of such Seller’s Proportional Share the Purchaser and Sellers shall execute a pledge agreement of the Consideration Shares Pledged Interests, as provided in favor Section 8.8 below, substantially in the form of such SellerSchedule 4.2(i) herein; and (iij) deliver, or cause to be delivered, to each Seller, the written legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇and the Company shall execute an employment agreement, Cayman Islands counsel for Purchaser, addressed to Sellers and dated as of the Closing Date, substantially in the form set forth in Exhibit F. (bof Schedule 4.2(j) At Closing, the Company and Sellers shall deliver, or cause to be delivered, to Purchaser the following documents or instruments: (i) duly executed instruments of transfer of the Acquired Shares in favor of Purchaser; (ii) share certificates representing Sellers’ ownership of the Acquired Shares (for cancellation); (iii) a copy of the register of members of the Company dated as of the Closing Date and certified by the Company’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition of the Acquired Shares; (iv) a share certificate representing Purchaser’s ownership of the Acquired Shares; (v) the written resignation of all directors of the Company from the board of directors of the Company and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon Closing; (vi) a certificate of incumbency dated as of the Closing Date and issued by the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the Company; (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit D; (viii) the written legal opinion of Zhong Lun Law Firm, PRC counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit E; (ix) the minutes of the board meetings of the Company resolving that: (1) the instruments of transfer referred to in paragraph (i) above shall be approved for; (2) the resignation of the directors of the Company referred to in paragraphs (v) shall be accepted; and (3) such persons as Purchaser may nominate shall be appointed as the new directors of the Company; and (x) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company Subsidiariesherein.

Closing Deliveries. (a) At Closingleast five (5) Business Days prior to the Closing (except as noted below), Purchaser shall: (i) deliverBorrower shall issue, deliver or cause to be delivereddelivered to Initial Lender the following: the Note, to each Sellerfree and clear of all restrictive and other legends (except as provided in the form of Note attached hereto as Exhibit A), duly executed instruments of transfer of such Seller’s Proportional Share of the Consideration Shares in favor of such Seller; and (ii) deliverby Borrower, or cause to be deliveredheld in escrow and released upon the Closing; a notice of borrowing, to each Sellersubstantially in the form attached hereto as Exhibit B, delivered by 10:00 a.m. (New York, New York time) (the written “Notice of Borrowing”). a legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇Borrower’s counsel, Cayman Islands dated as of the Closing Date and substantially in the form attached hereto as Exhibit C, executed by such counsel for Purchaser, and addressed to Sellers and Lenders, to be released upon the Closing; a certificate of the Secretary of Borrower, in the form attached hereto as Exhibit D, dated as of the Closing Date, to be held in escrow and released upon the form set forth in Exhibit F. (b) At Closing, the Company and Sellers shall deliver, or cause to be delivered, to Purchaser the following documents or instruments: certifying: (i) duly executed instruments of transfer of the Acquired Shares in favor of Purchaser; (ii) share certificates representing Sellers’ ownership of the Acquired Shares (for cancellation); (iii) a copy of the register of members of the Company dated as of the Closing Date and certified by the Company’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition of the Acquired Shares; (iv) a share certificate representing Purchaser’s ownership of the Acquired Shares; (vA) the written resignation of all directors of the Company from resolutions adopted by the board of directors of Borrower (the Company and “Board”) or a duly authorized committee thereof approving the written resignation of all legal representatives and directors borrowing of the Company Subsidiaries from their respective offices, effective upon Closing; Term Loan and approving the other transactions contemplated by this Agreement; (viB) the current versions of the organizational documents and bylaws of Borrower; and (C) as to the signatures and authority of persons signing this Agreement and related documents on behalf of Borrower; a certificate of incumbency dated as the Chief Executive Officer, President or Chief Financial Officer of the Closing Date and issued by the Company’s registered agent Borrower, in the British Virgin Islandsform attached hereto as Exhibit E, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the Company; (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed to Purchaser dated as of the Closing Date, to be held in escrow and released upon the Closing, certifying to the fulfillment of the conditions specified in 0(a), 0(b) and 0(d); a certificate of existence or good standing for Borrower from each of the jurisdictions of Borrower’s incorporation and Borrower’s principal place of business, each as of a recent date; a certificate of existence or good standing for the Bank from the jurisdiction of the Bank’s formation as of a recent date; and a transfer to Initial Lender or its designee, in immediately available funds, of: (A) the closing fee indicated in (b); and (B) a reimbursement to Lender of all of Lender’s reasonable transactional expenses in excess of $5,000; provided, however, that the maximum amount of transactional expenses for which Borrower shall reimburse Lender shall be $5,000; provided further, that the amounts payable hereunder may be paid through a net settlement of the Term Loan amount to be transferred to Borrower pursuant to Section 1.1 and Section 1.9(b)(ii) below. (b) On or prior to the Closing, Initial Lender shall deliver or cause to be delivered to Borrower the following: Schedule C, indicating the principal amount of the Term Loan and the applicable interest rate, either attached to this Agreement, duly executed by the Initial Lender, or, if this Agreement has previously been delivered, in a separate written notice to Borrower; and a transfer to Borrower, in immediately available funds, of an amount equal to the principal value of the Term Loan extended (at the option of Initial Lender, net of any amounts due to Initial Lender pursuant to Section 1.9(a)), in accordance with written wire transfer instructions indicated in the form set forth in Exhibit D; (viii) Notice of Borrowing delivered by Borrower to Initial Lender at least five Business Days prior to the written legal opinion of Zhong Lun Law Firm, PRC counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit E; (ix) the minutes of the board meetings of the Company resolving that: (1) the instruments of transfer referred to in paragraph (i) above shall be approved for; (2) the resignation of the directors of the Company referred to in paragraphs (v) shall be accepted; and (3) such persons as Purchaser may nominate shall be appointed as the new directors of the Company; and (x) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company SubsidiariesClosing.

Closing Deliveries. 8.1. At the Closing, Seller, at its sole cost and expense, shall deliver to Purchaser the following items and documents (which documents shall be in form and substance reasonably satisfactory to Purchaser’s attorneys): (a) At Closinga Special Warranty Deed in the form attached hereto as Exhibit F (the “Deed”), duly executed by Seller and acknowledged on behalf of Seller; (b) a ▇▇▇▇ of Sale in the form attached hereto as Exhibit G (the “▇▇▇▇ of Sale”) conveying, transferring and selling to Purchaser shall:all right, title and interest of Seller in and to all of the Personal Property, executed by Seller; (c) an Assignment and Assumption of Leases, in the form attached hereto as Exhibit H (the “Assignment and Assumption of Leases”), executed by Seller; (d) a signed notice to each Tenant advising it of the within sale and directing it to pay rent to Purchaser or, at Purchaser’s option, to Purchaser’s designee in the form attached hereto as Exhibit I (the “Tenant Notification Letters”), executed by Seller; (e) subject to the terms of Section 2.4, evidence of the termination of each Contract which Purchaser notifies Seller it does not desire to assume (any such Contract being referred to as a “Terminated Contract” and all other Contracts being referred to as the “Assigned Contracts”); (f) to the extent within Seller’s possession or control, all (i) original licenses and permits pertaining to the Property and which may be required for the use or occupancy thereof (the “Licenses and Permits”), (ii) required permanent certificates of occupancy for the Improvements relating to such Property (“Certificates of Occupancy”), to the extent existing, and (iii) records and other documents pertaining to the ownership, operation and maintenance of the Property (the “Property Documents”); (g) to the extent within Seller’s possession or control, all assignable guaranties and warranties which Seller has received in connection with any work or services performed, or to be performed with respect to, or equipment installed in the Property, and Seller shall cooperate with Purchaser at Purchaser’s expense in enforcing any such guaranties and warranties not assignable, which obligation shall survive the Closing (the “Guaranties and Warranties”); (h) an Assignment and Assumption of the Assigned Contracts, Licenses and Permits, Certificates of Occupancy, Property Documents and Guaranties and Warranties in the form attached hereto as Exhibit J (the “Assignment and Assumption of Contracts”), executed by Seller; (i) deliver, or cause to be delivered, to each Seller, duly executed instruments an Assignment and Assumption of transfer of such Seller’s Proportional Share of the Consideration Shares in favor of such Seller; and (ii) deliver, or cause to be delivered, to each Seller, the written legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, Cayman Islands counsel for Purchaser, addressed to Sellers and dated as of the Closing DateIntangible Property, in the form set forth in attached hereto as Exhibit F. U (b) At Closingthe “Assignment and Assumption of Intangible Property”), the Company and Sellers shall deliver, or cause to be delivered, to Purchaser the following documents or instruments: (i) duly executed instruments of transfer of the Acquired Shares in favor of Purchaserby Seller; (iij) share certificates representing Sellers’ ownership a signed notice to each contract party (other than Seller), or service or materials provider or supplier under the Assigned Contracts advising it of the Acquired Shares within sale and directing it to address all correspondence and bills to Purchaser or, at Purchaser’s option, to Purchaser’s designee in the form attached hereto as Exhibit K (for cancellationthe “Assigned Contract Notification Letters”), executed by Seller; (iiik) an executed Affidavit of Non-Foreign Status, in the form attached hereto as Exhibit L, executed by Seller, certifying that Seller is not a copy “foreign person” pursuant to Section 1445 of the register Internal Revenue Code of members of 1986, as amended, and the Company dated as of the Closing Date and certified by the Company’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition of the Acquired Sharesregulations promulgated thereunder; (ivl) an executed IRS Form 1099; (m) copies of such organizational documents and consents of Seller and its managing member, including, without limitation, good standing certificates, as Purchaser or the Title Company shall reasonably require; (n) to the extent within Seller’s possession or control, all keys to entrance doors to, and equipment and utility rooms located in, the Property, which keys shall be properly tagged for identification; (o) any and all documents, affidavits and/or instruments required to be filed by Seller in connection with the imposition and/or payment of any and all applicable federal, state, county, municipal or other transfer taxes with respect to the transactions set forth herein (collectively, “Transfer Tax Documentation”), in proper form for submission, prepared, executed and acknowledged by Seller; (p) such reasonable and customary affidavits, indemnities and other deliveries as are required by the Title Insurance Company to deliver so-called “extended coverage”, executed by Seller (or such other persons as may be required by the Title Company), it being agreed that the affidavit attached as Exhibit O is deemed reasonable and customary; (q) to the extent within Seller’s possession or control, all books, records, property maintenance and other files (on computer disc, if available) maintained by Seller, or by Seller’s agents, with respect to the Property; (r) to the extent within Seller’s possession or control, any and all plans and specifications pertaining to the Property; (s) all deliveries required to be made pursuant to the provisions of Section 6.6 of this Agreement; (t) a share certificate representing Purchasercertification updating the representations and warranties given by Seller pursuant to Section 9.1 hereof, executed by Seller; (u) to the extent within Seller’s ownership possession or control, the lessor’s original executed counterparts of all Leases and Assigned Contracts, together with all lease files maintained in connection therewith and all books, records, property maintenance and other files (on computer disc, if available) maintained by Seller, or by Seller’s agents, with respect to the Property, including, without limitation, originals of all amendments and modifications of the Acquired SharesLeases and original counterparts of all guarantees thereunder, and copies of all correspondence and other contents of Seller’s Lease files for all Tenants; (v) the written resignation evidence of termination of any and all directors leases, or other occupancy, operational, or other arrangements in effect between Seller and any affiliate of the Company from the board of directors of the Company and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon Closingor party related to Seller; (viw) a certificate of incumbency dated the Seller Estoppel Certificate (as of the Closing Date and issued by the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the Companyhereinafter defined); (viix) such other documents as may be reasonably required to effectuate the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegelstransactions contemplated by this Agreement, British Virgin Islands counsel for the Companytransactions contemplated by the Existing Loan Purchase Agreement (it being agreed that documents required to be executed and delivered by Seller, addressed to Purchaser dated as Existing Loan Borrower, CBF or their respective affiliates in accordance with the terms of the Closing Existing Loan Purchase Agreement (as it exists on the Effective Date) shall be deemed reasonably required), and/or to effectuate the closing of the transaction contemplated hereunder (including, without limitation, the documentation described in Section 13.1); and (y) if requested by Purchaser, an assignment of Seller’s right to pursue to conclusion the condominium conversion process triggered by filing of the Public Offering Statement, in the form set forth attached hereto as Exhibit N (the “Assignment of Rights Under Public Offering Statement”). 8.2. At the Closing, Purchaser, at its sole cost and expense, shall deliver to Seller the following, each document hereafter mentioned to be in Exhibit Dform and substance reasonably satisfactory to Seller’s attorneys: (a) the balance of the Purchase Price; (viiib) the written legal opinion Assignment and Assumption of Zhong Lun Law FirmLeases, PRC counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit Eexecuted by Purchaser; (ixc) the minutes Assignment and Assumption of the board meetings of the Company resolving that:Contracts, executed by Purchaser; (1d) the instruments Assignment and Assumption of transfer referred Intangible Property, executed by Purchaser; (e) a certification updating the representations and warranties given by Purchaser pursuant to in paragraph Section 9.2 of this Agreement, executed by Purchaser; (f) the Tenant Notification Letters, executed by Purchaser; (g) the Assumed Contract Notification Letters, executed by Purchaser; (h) the Transfer Tax Documentation, if applicable, executed by Purchaser (if required by law); (i) above shall such other documents as may be approved for; (2) reasonably required to effectuate the resignation transaction contemplated by the Agreement and/or to effectuate the closing of the directors of the Company referred to in paragraphs (v) shall be acceptedtransaction contemplated hereunder; and (3) such persons as Purchaser may nominate shall be appointed as the new directors of the Company; and (xj) the complete set of company seals Assumption and chops (including common chopRelease Agreement, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company executed by Purchaser and the Company SubsidiariesExisting Loan Purchaser.

Closing Deliveries. (a) At the Closing, Purchaser shall: (i) the Guarantor or the Contributor, as applicable, shall execute and deliver, or cause to be executed and delivered, to each Sellerthe Parent and the Acquiror, duly as applicable: (i) Duly executed instruments copies of transfer of such Seller’s Proportional Share all consents, approvals and releases required for the consummation of the Consideration Shares in favor transactions contemplated by this Agreement and the Related Agreements and to permit the Acquiror to acquire all of such Seller; andthe Contributed Assets, without violating any Contract or License of the Contributor or any Laws, including, without limitation, Environmental Laws, Environmental Permits and any other requirement of any Governmental or Regulatory Authority. Additionally, any financing statement terminations and/or releases shall have been filed as necessary to remove any Liens applicable to the Contributed Assets; (ii) deliverPrior to the date of this Agreement, or cause the Contributor has delivered to the Acquiror (A) a commitment for a title policy issued by Title Guaranty Company, El Dorado, Arkansas (the “Title Company”) with respect to the Owned Real Property, insuring title of the Owned Real Property (and specifically insuring as an insured parcel any easements benefiting the Owned Real Property) to be deliveredin the Acquiror as of the Closing Date, subject only to those exceptions approved by the Acquiror in writing and (B) copies of the title exception documents referenced in the commitments with respect thereto. Prior to the Closing, the Acquiror will submit any reasonable objections it has with respect to such exceptions that are noted in the commitment. Based on the foregoing, the Contributor and the Acquiror will cooperate to mutually agree upon the final form of such title commitment which shall be substantially in the form attached hereto as Exhibit B (the “Title Commitment”). At the Closing, the Contributor shall provide to the Acquiror an ALTA Owner’s Policy of Title Insurance in the form contemplated by the Title Commitment (the “Owner’s Policy”), together with a mortgagee’s policy (the “Mortgagee Policy”) in favor of the Royal Bank of Canada, as administrative agent under the Parent’s credit facility, with such endorsements as are specified in the Title Commitment and as may be reasonably requested by such administrative agent (the Owner’s Policy and the Mortgagee’s Policy being referred to herein collectively as, the “Title Policies”), issued by the Title Company and insuring the Owned Real Property (and specifically insuring as an insured parcel any easements benefiting the Owned Real Property), subject only to those exceptions previously approved by the Acquiror in writing, in the aggregate amount of $45,000,000. The Contributor shall be responsible for the payment of all costs and expenses associated the Owner’s Policy, and the Acquiror shall be responsible for the payment of all costs and expenses associated with the Mortgagee Policy. The Contributor shall deliver to the Acquiror and the Title Company any further affidavits, agreements, current survey(s) and assurances necessary to issue the Title Policies; (iii) Prior to the date of this Agreement, the Contributor, at its expense, has delivered to the Acquiror a current survey of the Owned Real Property made by a registered professional land surveyor that meets the requirements of the Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys jointly established by the American Land Title Association, the American Congress on Surveying and Mapping and the National Society of Professional Surveyors. Prior to the date of this Agreement, the Acquiror has submitted any objections it had with respect to such survey. Based on the foregoing, the Contributor and the Acquiror will cooperate to mutually agree upon the final form of such survey, including the form of surveyor certification noted thereon, which shall be in substantially the form attached hereto as Exhibit C (the “Survey”). At the Closing, the final form of the Survey shall be delivered by the Contributor to the Acquiror; (iv) All consents, approvals and/or waivers necessary to assign or transfer to the Acquiror any and all assignable or transferable Contracts, Licenses, Environmental Permits or other permissions of Governmental or Regulatory Authorities; (v) Certification of the Contributor’s non-foreign status as set forth in Treasury Regulation Section 1.1445-2(b); (vi) The documents contemplated by Section 1.9 of this Agreement; (vii) Written instruments in form and substance reasonably acceptable to Acquiror pursuant to which all liens and security interests granted by the Contributor or the Guarantor with respect to the Contributed Assets are terminated and released and authorizing the filing of all UCC-3 termination statements which may be necessary or appropriate to evidence any such termination and release; (viii) Certified resolutions of the board of directors of the Contributor and the Guarantor authorizing the transactions described herein and in the Related Agreements; (ix) A cross receipt evidencing receipt of the Units representing the Contribution Consideration from the Parent; (x) A certificate executed by the Contributor and the Guarantor to the effect that each of the Contributor’s and the Guarantor’s representations and warranties contained herein is true, complete and accurate in all respects as of the Closing Date as if made on the Closing Date and that the Guarantor and the Contributor have complied with all of their respective covenants to be performed hereunder prior to Closing (xi) A copy of the certificate previously executed by the Contributor and the Guarantor on the date of this Agreement, and reconfirmed by such parties as of the Closing Date, to each Sellerthe effect that, at the Closing Date, the written legal transactions contemplated by this Agreement shall not result in any balance sheet impairment to the Guarantor; (xii) A copy of the prior opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc. dated as of the date of this Agreement, stating that the consideration collectively received by the Contributor and the Guarantor in connection with the contribution of the assets under this Agreement, is fair, from a financial point of view, to the Contributor and Guarantor, collectively; (xiii) Such further instruments and documents, normal and customary for transactions such as those contemplated by this Agreement, as may be reasonably required for the Parent and the Acquiror to consummate the transactions contemplated hereby, including, without limitation, certificates issued by the appropriate Governmental or Regulatory Authorities in the Guarantor’s or the Contributor’s jurisdiction of incorporation, certifying the valid existence and good standing of the Guarantor and the Contributor; (xiv) The Noncompetition Agreement, in the form attached hereto as Exhibit G (the “Noncompetition Agreement”); (xv) The Tolling Agreement, the form attached hereto as Exhibit H (the “Tolling Agreement”); and (xvi) An amendment to the Omnibus Agreement revising the definition of the term “Business” used therein to include the refining of crude oil into Products as defined in the Tolling Agreement. (b) At the Closing, the Acquiror and the Parent, as applicable, shall execute and deliver, or cause to be executed and delivered, to the Guarantor and the Contributor, as applicable: (i) The certificates for the Units representing the Contribution Consideration to be issued by the Parent to the Contributor, together with any amendments to the organizational documents of Parent required in connection with the issuance of the Units; (ii) The Noncompetition Agreement; (iii) The Tolling Agreement; (iv) Certified resolutions of each of the general partner of the Acquiror and the Parent authorizing the transactions described herein and in the Related Agreements; (v) Certified resolutions of the Conflicts Committee of the board of directors of the general partner of the Parent authorizing the transactions described herein and in the Related Agreements and stating that such transactions are fair and reasonable to the Parent; (vi) A certificate executed by the Acquiror and the Parent to the effect that each of the Acquiror’s and the Parent’s representations and warranties contained herein is true, complete and accurate in all respects as of the Closing Date as if made on the Closing Date and that Parent and the Acquiror have complied with all of their respective covenants to be performed hereunder prior to Closing; (vii) A copy of the prior opinion of ▇▇▇▇▇▇▇, Cayman Islands counsel for Purchaser, addressed to Sellers and dated as of the Closing Date, in the form set forth in Exhibit F. (b) At Closing, the Company and Sellers shall deliver, or cause to be delivered, to Purchaser the following documents or instruments: (i) duly executed instruments of transfer of the Acquired Shares in favor of Purchaser; (ii) share certificates representing Sellers’ ownership of the Acquired Shares (for cancellation); (iii) a copy of the register of members of the Company dated as of the Closing Date and certified by the Company’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition of the Acquired Shares; (iv) a share certificate representing Purchaser’s ownership of the Acquired Shares; (v) the written resignation of all directors of the Company from the board of directors of the Company and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon Closing; (vi) a certificate of incumbency dated as of the Closing Date and issued by the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the Company; (vii) the written legal opinion of ▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Westwood & Riegels▇▇▇▇▇ Financial Advisors, British Virgin Islands counsel for the CompanyInc. (“▇▇▇▇▇▇▇▇ ▇▇▇▇▇”), addressed to Purchaser dated as of the Closing Datedate of this Agreement, stating that the consideration to be received by the Parent in exchange for the form set forth in Exhibit D;issuance of the Units pursuant to the Agreement is fair to the Parent from a financial point of view, together with confirmation by Acquiror and Parent that ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ has not withdrawn, modified or qualified such opinion; and (viii) the written legal opinion of Zhong Lun Law FirmSuch further instruments and documents, PRC counsel normal and customary for transactions such as those contemplated by this Agreement, as may be reasonably required for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit E; (ix) the minutes of the board meetings of the Company resolving that: (1) the instruments of transfer referred to in paragraph (i) above shall be approved for; (2) the resignation of the directors of the Company referred to in paragraphs (v) shall be accepted; and (3) such persons as Purchaser may nominate shall be appointed as the new directors of the Company; and (x) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company Guarantor and the Company SubsidiariesContributor to consummate the transactions contemplated hereby.

Closing Deliveries. (a) At the Closing, Purchaser shall: (i) Parent will deliver, or cause to be delivered, to each SellerBuyer: (i) the Deed, duly executed instruments and acknowledged by Seller and in recordable form; (ii) the ▇▇▇▇ of transfer Sale, duly executed by Seller; (iii) copies of all Seller’s Required Consents obtained by Parent or Seller ; (iv) the certificate of incorporation, certificate of formation or similar formation document of each of Parent and Seller, certified as of a date not earlier than 15 days prior to the Closing Date, by the office of the Secretary of State of such Sellerentity’s Proportional Share organization; (v) a certificate of good standing with respect to (A) Seller , dated as of a date not earlier than 20 days prior to the Closing Date, from the office of the Consideration Shares in favor Secretary of State of such entity’s organization and from the office of Secretary of State of each state in which Seller is qualified or licensed to do business as a foreign limited liability company, and (B) Parent, dated as of a date not earlier than 20 days prior to the Closing Date, from the office of the Secretary of State of such entity’s organization; (vi) copies, certified on the Closing Date by the Secretary or Assistant Secretary of each of Parent and Seller of corporate or limited liability company resolutions, as applicable, authorizing the execution and delivery of this Agreement and each Ancillary Agreement to which Parent or Seller is a party, and the consummation of the transactions contemplated hereby and thereby; (vii) a certificate dated the Closing Date of the Secretary or Assistant Secretary of each of Parent and Seller identifying the name and title and bearing the signatures of the respective officers thereof authorized to execute and deliver this Agreement and each Ancillary Agreement to which Parent or Seller is a party; (viii) a complete copy of the Organizational Documents as in effect on the Closing Date of each of Parent and Seller, certified by the Secretary or Assistant Secretary of each of Parent and Seller; and (iiix) such other documents as Buyer may reasonably request to carry out the purposes of this Agreement. (b) At the Closing, Buyer will issue to Cinergy Corp. in full satisfaction of the Purchase Price one or more promissory notes, each in substantially the form attached as Exhibit A to the Buyer’s Petition filed with the Indiana Utility Regulatory Commission in Cause No. 42311 on October 18, 2002. In addition, Buyer will deliver, or cause to be delivered, to each Seller, the written legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, Cayman Islands counsel for Purchaser, addressed to Sellers and dated as of the Closing Date, in the form set forth in Exhibit F. (b) At Closing, the Company and Sellers shall deliver, or cause to be delivered, to Purchaser the following documents or instruments: (i) the Assumption Agreement, duly executed instruments of transfer of the Acquired Shares in favor of Purchaserby Buyer; (ii) share certificates representing Sellers’ ownership copies of the Acquired Shares (for cancellation)all Buyer’s Required Consents obtained by Buyer; (iii) the certificate of incorporation, certificate of formation or similar formation document of Buyer , certified as of a copy date not earlier than 20 days prior to the Closing Date, by the office of the register Secretary of members State of the Company dated as of the Closing Date and certified by the Companysuch entity’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition of the Acquired Sharesorganization; (iv) copies, certified on the Closing Date by the Secretary or Assistant Secretary of Buyer, of corporate resolutions authorizing the execution and delivery of this Agreement and each Ancillary Agreement to which Buyer is a share certificate representing Purchaser’s ownership party, and the consummation of the Acquired Sharestransactions contemplated hereby and thereby; (v) a certificate dated the written resignation of all directors Closing Date of the Company from Secretary or Assistant Secretary of Buyer identifying the board of directors name and title and bearing the signatures of the Company officers thereof authorized to execute and the written resignation of all legal representatives deliver this Agreement and directors of the Company Subsidiaries from their respective offices, effective upon Closingeach Ancillary Agreement to which Buyer is a party; (vi) a certificate complete copy of incumbency dated the Organizational Documents as of in effect on the Closing Date and issued of Buyer, certified by the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors Secretary or Assistant Secretary of the Company;Buyer; and (vii) such other documents as Seller or Parent may reasonably request to carry out the written legal opinion purposes of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit D; (viii) the written legal opinion of Zhong Lun Law Firm, PRC counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit E; (ix) the minutes of the board meetings of the Company resolving that: (1) the instruments of transfer referred to in paragraph (i) above shall be approved for; (2) the resignation of the directors of the Company referred to in paragraphs (v) shall be accepted; and (3) such persons as Purchaser may nominate shall be appointed as the new directors of the Company; and (x) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company Subsidiariesthis Agreement.

Closing Deliveries. At the Closing: (a) At Closing, Purchaser shalleach Founder shall deliver or cause to be delivered: (i) deliverto New United, such documents or instruments as may be necessary or that New United may reasonably request in order to effect the merger of each of the Founder Newcos into New United, in accordance with the Founder Newco Merger Agreements and this Agreement, including (if applicable) (A) delivery of certificates representing all of the issued and outstanding limited liability company membership interests of the applicable Founder Newco for cancellation against delivery of the applicable Founder Consideration Shares and (B) evidence of the full and unconditional release of any Liens and Restrictions on the shares of United Common Stock held by each of the Founder Newcos, as set forth in Section 2.2(b); (ii) to Liberty, Liberty Global, New United and each other Founder, duly executed counterparts of the Stockholders Agreement; (iii) to New United and each other Founder, duly executed counterparts of the Voting Agreement; and (iv) if such Founder is a Series E Holder, (A) to United, the stock certificate or stock certificates representing all shares of United Series E Preferred Stock held by such Series E Holder for cancellation against delivery of the appropriate number of shares of Surviving Entity Class A Stock, as contemplated by the United/New United Merger Agreement, and (B) to New United and each other Series E Holder, duly executed counterparts of the Exchange Agreement. (b) Liberty Global shall deliver or cause to be delivered: (i) to New United, the stock certificate or stock certificates representing the Liberty Global Shares, all duly endorsed in blank or with separate notarized stock powers attached thereto duly executed in blank and otherwise in proper form for transfer with all necessary documentary or transfer tax stamps affixed; (ii) to New United, Liberty and each SellerFounder, duly executed instruments of transfer of such Seller’s Proportional Share counterparts of the Consideration Shares in favor Stockholders Agreement; (iii) to New United and Liberty, duly executed counterparts of such Sellerthe Standstill Agreement and the Registration Rights Agreement; and (iiiv) deliverto New United and Liberty, or cause to be delivered, to each Seller, duly executed counterparts of the written legal opinion of New United Covenant Agreement. (c) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇shall deliver to New United a stock certificate representing one share of United Class A Stock, Cayman Islands counsel duly endorsed in blank or with a separate notarized stock power attached thereto duly executed in blank and otherwise in proper form for Purchaser, addressed to Sellers and dated as of the Closing Date, in the form set forth in Exhibit F.transfer with all necessary documents or transfer tax stamps affixed. 50 (bd) At Closing, the Company and Sellers Liberty shall deliver, deliver or cause to be delivered, to Purchaser the following documents or instruments: (i) to New United, (A) the Belmarken Notes or the proceeds thereof, in each case in proper form for transfer, (B) appropriate instruments, duly executed instruments by Liberty Sub, assigning all of transfer Liberty Sub's rights and obligations under the Belmarken Loan Agreements, (C) payment of the Acquired Cash Contribution, (D) the Note Shares and (E) the Liberty UPC Bonds and/or the Restructuring Proceeds, in favor of Purchasereach case in proper form for transfer; (ii) share certificates representing Sellers’ ownership to New United and LMI, duly executed counterparts of the Acquired Shares (for cancellation)No Waiver Agreement; (iii) a copy [Reserved.] (iv) to New United, Liberty Global and each Founder, duly executed counterparts of the register of members Stockholders' Agreement; (v) to New United and Liberty Global, duly executed counterparts of the Company dated as Standstill Agreement and the Registration Rights Agreement; (vi) to United and Liberty Global, duly executed counterparts of the Closing Date United/Liberty Agreement; (vii) to Liberty Global and certified New United, duly executed counterparts of the New United Covenant Agreement; and (viii) to UIPI (A) payment of the Note Repayment Amount by delivery of cash, Liberty 2009 Notes or a combination thereof, as provided in Section 2.3 and (B) if applicable, a duly executed counterpart of the Company’s Liberty 2009 Notes Registration Rights Agreement. (e) New United shall deliver or cause to be delivered: (i) to Liberty Global or the appropriate 4 Contributing Party or Contributing Parties, newly issued stock certificates representing the Liberty Global Consideration Shares; (ii) to each Founder, newly issued stock certificates representing the Founder Consideration Shares to be issued to such Founder pursuant to Section 2.2(b), registered agent in the British Virgin Islandsname of such Founder; (iii) to Liberty or the appropriate Contributing Party or Contributing Parties, which gives effect to Purchaser’s acquisition of newly issued stock certificates representing the Acquired Liberty Consideration Shares and the Liberty Contribution Shares; (iv) a share certificate representing Purchaser’s ownership to Liberty, appropriate instruments, duly executed by New United, assuming all of Liberty Sub's obligations under the Acquired SharesBelmarken Loan Agreements; (v) the written resignation of all directors to Liberty and LMI, duly executed counterparts of the Company from the board of directors of the Company and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon ClosingNo Waiver Agreement; (vi) a certificate of incumbency dated as to Liberty Global, Liberty and each Founder, duly executed counterparts of the Closing Date and issued by the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the CompanyStockholders Agreement; (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegelsto each Founder, British Virgin Islands counsel for the Company, addressed to Purchaser dated as duly executed counterparts of the Closing Date, in the form set forth in Exhibit DVoting Agreement; (viii) the written legal opinion of Zhong Lun Law Firmto Liberty Global and Liberty, PRC counsel for the Company, addressed to Purchaser dated as duly executed counterparts of the Closing Date, in Standstill Agreement and the form set forth in Exhibit ERegistration Rights Agreement; (ix) the minutes to United, duly executed counterparts 4 of the board meetings Certificate of Merger and the Company resolving that: (1) the instruments of transfer referred to in paragraph (i) above shall be approved forPreferred Exchange Agreement; (2x) the resignation to each Series E Holder, duly executed counterparts of the directors of the Company referred to in paragraphs (v) shall be acceptedExchange Agreement; and (3xi) such persons as Purchaser may nominate shall be appointed as the new directors to Liberty and Liberty Global, duly executed counterparts of the CompanyNew United Covenant Agreement. (f) United shall deliver or cause to be delivered: (i) to New United, duly executed counterparts of the Certificate of Merger and the Preferred Exchange Agreement; 51 (ii) to Liberty, (A) the $310,000,000 Notes for cancellation against payment of the Note Repayment Amount by delivery of cash, Liberty 2009 Notes or a combination thereof, as provided in Section 2.3, (B) if applicable, a counterpart of the Liberty 2009 Notes Registration Rights Agreement, duly executed by UIPI and United and (C) an appropriate instrument, duly executed by United and by each beneficiary of the Liberty Guaranty, irrevocably releasing Liberty from all of its obligations under the Liberty Guaranty; and (xiii) the complete set of company seals to Liberty and chops (including common chopLiberty Global, chops for contractual purpose, financial chops, legal representative chops) and business licenses duly executed counterparts of the Company United/Liberty Agreement; and (iv) to each Series E Holder, newly issued stock certificates representing the shares of Surviving Entity Class A Stock to be issued to such Series E Holder, as contemplated by the United/New United Merger Agreement, registered in the name of such Series E Holder. (g) LMI shall deliver or cause to be delivered to New United and Liberty, duly executed counterparts of the Company SubsidiariesNo Waiver Agreement. (h) Each of the parties shall also deliver or cause to be delivered the certificates, opinions and other documents required by Articles VIII, IX, X, XI and XII. (i) All shares of New United Class C Stock required to be delivered to a Liberty Party shall be represented by newly issued stock certificates registered in the name of the applicable Liberty Party or, at its direction, an Affiliate thereof. All payments of cash to be made to a party or an Affiliate thereof shall be made by wire transfer of immediately available funds to an account or accounts at a domestic bank identified by the applicable party by written notice to the party making or causing to be made such payment at least three Business Days prior to the applicable Closing.

Closing Deliveries. At or before the Closing, the Parties shall make the following deliveries: (a) At Closing, Purchaser shall: Seller shall deliver to Escrow Agent: (i) deliverthe Deed, or cause to be delivered, to each Seller, duly executed instruments of transfer of such Seller’s Proportional Share of the Consideration Shares in favor of such Seller; and (ii) delivera B▇▇▇ of Sale in the form attached hereto as Schedule "D" conveying Seller's right, title and interest in the property thereunder free of any liens or encumbrances, (iii) a counterpart of the Reciprocal Easement Agreement in the form attached hereto as Schedule "E", (iv) a recordable termination of any notice or memorandum of lease that may have been executed with respect to the Lease together with any Seller resolutions or certificates as may be required by the Land Court to file the same,; (v) a check or wire for the applicable MA real estate transfer tax (transfer stamps) and other closing costs payable by Seller hereunder, (vi) a release or satisfaction of any mortgage, security interest, or cause other encumbrance on the Premises securing an obligation of Seller other than matters permitted pursuant to Section 2 hereof, (vii) an affidavit, which includes Seller's taxpayer identification number, certifying as to whether Seller is a foreign entity subject to withholding taxes pursuant to IRC Section 1445, (viii) assignments of any permits, licenses or approvals affecting the Premises or the Project which are in Seller's name and are transferable (ix) such documents and instruments customary in commercial real estate transactions as shall be deliveredreasonably required by Buyer or its title company or Escrow Agent to effect the purposes of this Agreement, including without limitation (A) an affidavit enabling Buyer to each obtain title insurance on the Premises without the standard exceptions for mechanic's liens and parties in possession (which affidavit may be qualified in light of Buyer's possession of the Premises), and (B) such good standing certificates, consents, or resolutions as may be required by the title company or the Land Court to record the Deed and the Reciprocal Easement Agreement, and (x) a check or wire covering the Security Deposit. (b) Buyer shall deliver to Escrow Agent: (i) any unpaid Rent which has accrued under the Lease through the Closing, (ii) the Note; (iii) the Subordinated Mortgage in the form attached hereto as Schedule "F", (iv) a counterpart of the Reciprocal Easement Agreement, (v) a counterpart recordable termination of any notice or memorandum of lease that may have been executed with respect to the Lease together with any Buyer resolutions or certificates as may be required by the Land Court to file the same, (vi) any customary buyer affidavits or certificates required by the title insurer insuring the Premises for the Buyer, as well as such other instruments or documents as are reasonably required to effect the purposes of this Agreement, including without limitation such good standing certificates, consents, or resolutions as may be required by the title company or the Land Court to record the Subordinated Mortgage and the Reciprocal Easement Agreement, (vii) current evidence of Buyer's formation and good standing in the State of Delaware and its qualification to do business in Massachusetts, and (viii) a check or wire for any closing costs payable by Buyer hereunder. Seller, 's right to payment under the written legal opinion Note shall be pari passu with the rights of any holders of equity or membership interests in Buyer and Buyer shall not grant any rights to distribution which are inconsistent with the foregoing. The Subordinated Mortgage shall be granted by Buyer to Seller subject only to matters of record affecting the Premises at the t▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇conveyed the same to Buyer (excluding mechanic's liens or other encumbrances created by Buyer), Cayman Islands counsel for Purchaserand the lien of any Paramount Mortgage or Paramount Lien, addressed to Sellers each as defined in the Mortgage. (c) Buyer and dated Seller may agree, as part of the Closing Date, in the form set forth in Exhibit F. (b) At Closing, the Company and Sellers shall deliver, or cause settlement instructions to be deliveredEscrow Agent, to Purchaser the following documents or instruments: (i) duly executed instruments offset and adjust their respective payment obligations of transfer of the Acquired Shares in favor of Purchaser; (ii) share certificates representing Sellers’ ownership of the Acquired Shares (for cancellation); (iii) a copy of the register of members of the Company dated as of the Closing Date and certified by the Company’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition of the Acquired Shares; (iv) a share certificate representing Purchaser’s ownership of the Acquired Shares; (v) the written resignation of all directors of the Company from the board of directors of the Company Rent and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon Closing; (vi) a certificate of incumbency dated as of the Closing Date and issued by the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the Company; (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit D; (viii) the written legal opinion of Zhong Lun Law Firm, PRC counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit E; (ix) the minutes of the board meetings of the Company resolving that: (1) the instruments of transfer referred to in paragraph (i) above shall be approved for; (2) the resignation of the directors of the Company referred to in paragraphs (v) shall be accepted; and (3) such persons as Purchaser may nominate shall be appointed as the new directors of the Company; and (x) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company SubsidiariesSecurity Deposit.

Closing Deliveries. (a) At the Closing, Purchaser shallSeller shall deliver into escrow with the Escrow Agent: (i) deliver, or cause to be delivered, to each Seller, duly executed instruments of transfer of such Seller’s Proportional Share of the Consideration Shares in favor of such Seller; andThe Deed; (ii) deliver, or cause to be delivered, to each Seller, Two (2) original executed counterparts of the written legal opinion of ▇▇▇▇▇▇▇ of Sale and Assignment (iii) Two (2) original executed counterparts of a ▇▇▇▇ & ▇▇▇▇▇▇▇of Sale, Cayman Islands counsel for pursuant to which Seller transfers any Personal Property and Equipment to Purchaser; (iv) Three (3) original counterparts of the executed Settlement Statement; (v) Original executed Lease Status Report; (vi) Original executed GSA Consent; (vii) A certification of Seller’s representations, addressed to Sellers stating that all the representations in Section 8.1 remain true and dated correct as of the Closing Date, executed by Seller; (viii) An affidavit in a form acceptable to Purchaser and as prescribed in the Foreign Investment in Real Property Transfer Act of the Internal Revenue Code and the regulations promulgated thereon which certifies that Seller is not a “foreign person” as defined therein; (ix) Any and all other documents reasonably required of Seller to consummate the transaction contemplated hereby. (x) Original, or if original is not available, copy of the applicable GSA Lease; (xi) Originals, or if originals are not available, copies of the Assumed Property Contracts (which Assumed Property Contracts may be delivered by leaving them at the Property); (xii) To the extent they are in Seller’s possession (a) unless posted at the Property, all licenses and permits, authorizations and approvals pertaining to the Premises and (b) all guarantees and warranties which Seller has received in connection with any work or services performed or equipment installed in and improvements erected on the Premises; (xiii) Releases in recordable form set forth from any creditor who has filed a lawsuit and lis pendens against the Property; (xiv) To the extent they are in Exhibit F.Seller’s possession, originals or, if originals are not available, copies, of all Plans and Specifications, technical manuals and similar materials for the Property (which materials may be delivered by leaving them at the Property). (xv) Original executed Rent Direction Notice from Seller to the depository institution in which Seller regularly deposits rents from the Property. (xvi) Evidence of Seller’s termination of all Property Contracts, effective as of Closing, of all Property Contracts other than the Assumed Property Contracts. (b) At the Closing, Purchaser shall deliver into escrow with the Company and Sellers shall deliver, or cause to be delivered, to Purchaser the following documents or instrumentsEscrow Agent: (i) duly executed instruments of transfer of An amount equal to the Acquired Shares in favor of PurchaserPurchase Price less the Deposit and any other amounts due from Purchaser as indicated on the Settlement Statement; (ii) share certificates representing Sellers’ ownership Three (3) original counterparts of the Acquired Shares (for cancellation)executed Settlement Statement; (iii) a copy Two (2) original executed counterparts of the register ▇▇▇▇ of members of the Company dated as of the Closing Date Sale and certified by the Company’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition of the Acquired Shares;Assignment; and (iv) a share certificate representing Purchaser’s ownership Any and all other documents reasonably required of Purchaser to consummate the Acquired Shares; (v) the written resignation of all directors of the Company from the board of directors of the Company and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon Closing; (vi) a certificate of incumbency dated as of the Closing Date and issued by the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the Company; (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit D; (viii) the written legal opinion of Zhong Lun Law Firm, PRC counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit E; (ix) the minutes of the board meetings of the Company resolving that: (1) the instruments of transfer referred to in paragraph (i) above shall be approved for; (2) the resignation of the directors of the Company referred to in paragraphs (v) shall be accepted; and (3) such persons as Purchaser may nominate shall be appointed as the new directors of the Company; and (x) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company Subsidiariestransaction contemplated hereby.

Closing Deliveries. On the Closing Date, the parties shall make, execute, acknowledge and deliver the legal documents and items required to be executed or delivered in connection with the Closing (collectively the “Closing Documents”) to which it is a party or for which it is otherwise responsible that are necessary to carry out the intention of this Agreement and the other transactions contemplated to take place in connection therewith. The Closing Documents and other items to be delivered at the Closing are the following: (a) At ClosingThe Amendment or other evidence of the transfer of OP Units to the Malkin Family Contributors and evidence of the Registered REIT Stock, Purchaser shall:which shall bear the legend set forth in the Articles of Amendment and Restatement of the Company, as amended and restated and in effect immediately prior to the Closing (the “Articles”) or a written statement of information that the Company will furnish a full statement about certain restrictions on transferability to a stockholder on request and without charge, which restrictions shall be substantially the same as those set forth in the Articles; (ib) deliverAny other documents that are in the possession of a Malkin Family Contributor or which can be obtained through such Malkin Family Contributor’s reasonable efforts which are reasonably requested by the Company or the Operating Partnership and are reasonably necessary or desirable to assign, transfer, convey, contribute and deliver the Contributed Interests directly, free and clear of all Liens and effectuate the transactions contemplated hereby; (c) The Operating Partnership and the Company on the one hand and the Malkin Family Contributors that are entities on the other hand shall provide to the other a certified copy of all appropriate corporate resolutions or cause partnership, limited liability company or other actions, as applicable, authorizing the execution, delivery and performance by the Operating Partnership and the Company (if so requested by a Malkin Family Contributor) and any Malkin Family Contributor (if so requested by the Operating Partnership or the Company) of this Agreement, any related documents and the documents listed in this Section 2.3; (d) The Operating Partnership and the Company on the one hand and the Malkin Family Contributors on the other hand shall provide to the other a certification regarding the accuracy in all material respects of each of their respective representations and warranties in this Agreement at the Closing Date (except to the extent that any representation or warranty speaks as of an earlier date, in which case it must be delivered, to each Seller, duly executed instruments true and correct only as of transfer of such Seller’s Proportional Share of the Consideration Shares in favor of such Sellerthat earlier date); and (iie) deliver, or cause to be delivered, to The Malkin Family Contributors shall each Seller, provide the written legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, Cayman Islands counsel for Purchaser, addressed to Sellers and dated as of the Closing Date, in the form set forth in Exhibit F. (b) At Closing, the Company and Sellers shall deliver, or cause to be delivered, to Purchaser the following documents or instruments: (i) duly executed instruments of transfer of the Acquired Shares in favor of Purchaser; (ii) share certificates representing Sellers’ ownership of the Acquired Shares (for cancellation); (iii) a copy of the register of members of the Company dated as of the Closing Date and certified by the Company’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition of the Acquired Shares; (iv) a share certificate representing Purchaser’s ownership of the Acquired Shares; (v) the written resignation of all directors of the Company from the board of directors of the Company and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon Closing; (vi) Operating Partnership with a certificate of incumbency dated as of the Closing Date non-foreign status that complies in form and issued by the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the Company; (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit D; (viii) the written legal opinion of Zhong Lun Law Firm, PRC counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit E; (ix) the minutes of the board meetings of the Company resolving that: (1) the instruments of transfer referred to in paragraph (i) above shall be approved for; (2) the resignation of the directors of the Company referred to in paragraphs (v) shall be accepted; and (3) such persons as Purchaser may nominate shall be appointed as the new directors of the Company; and (x) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company Subsidiariessubstance with Treasury Regulation Section 1.1445-2(b).

Closing Deliveries. At or prior to the Closing: (a) At Closing, Purchaser The Acquirer shall: (i) deliverdeliver the Escrow Shares to the Escrow Agent to be held pursuant to the Escrow Agreement; (ii) deliver the Exchange Shares to such Owners, to such accounts as are set forth across from each Owner’s name on Schedule 2.11(a)(ii); (iii) deliver to the Owners’ Representative a counterpart signature page to the Escrow Agreement, duly executed by the Acquirer. (iv) deliver to the Owners’ Representative the counterpart signature page to the Registration Rights and Lock-Up Agreement, duly executed by the Acquirer; (v) deliver to the Owners’ Representative a certificate signed by an authorized officer of the Acquirer stating that the conditions specified in Section 8.3(a) and Section 8.3(b) have been satisfied; (vi) deliver written resignations (in each case, effective as of the Closing) of each director of the Acquirer (other than ▇▇▇▇ ▇▇▇▇▇); (vii) a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Acquirer, stating that the conditions specified in Sections 8.3(a), 8.3(b) and 8.3(c) have been satisfied; (viii) deliver to the Target Company and the Owners’ Representative a certificate signed by the Secretary of the Acquirer certifying as to (A) the certificate of incorporation and bylaws (or equivalent governing documents) of the Acquirer and Merger Sub, (B) the resolutions adopted by the Board of Directors of the Acquirer and ▇▇▇▇▇▇ Sub regarding this Agreement and the transactions contemplated hereby, and (C) the names and signatures of the officers of the Acquirer and the Merger Sub authorized to sign this Agreement; and (ix) such other documents, instruments or certificate as reasonably requested by the Target Company or the Owners’ Representative. (b) The Target Company and the Owners, as applicable, shall deliver (or cause to be delivered, ) to the Acquirer each Sellerof the following (each in a form and substance reasonably satisfactory to the Acquirer): (i) certificates, duly executed endorsed in blank or accompanied by a stock power duly endorsed in blank, or other applicable instruments of transfer of such Sellerassignment, in each case, with respect to the Target Company’s Proportional Share of the Consideration Shares in favor of such Seller; andEquity Interests; (ii) delivercertificate of merger in such form as is required by the relevant provisions of the DGCL to effect the Merger; (iii) a certificate of good standing (or equivalent thereof), dated not more than ten (10) days prior to the Closing Date, with respect to the Target Company, issued by the appropriate government official of the Target Company’s jurisdiction of organization or cause formation; (iv) an IRS Form W-9 executed by each Owner, as applicable; (v) a counterpart signature page to the Escrow Agreement, duly executed by the Owners’ Representative; (vi) a counterpart signature page to the Registration Rights and Lock-Up Agreement, duly executed by the Owners; (vii) evidence that each Related Party Transaction (other than those set forth on Schedule 2.11(b)(vii)) has been terminated as of the Closing Date with no further liability or other losses to the Acquirer or the Target Company; (viii) written resignations (in each case, effective as of the Closing) of each manager, director or officer of the Target Company set forth on Schedule 2.11(b)(viii), duly executed by each such Person; (ix) a certificate signed by the Owners stating that the conditions specified in Sections 8.2(a), 8.2(b), and 8.2(c) have been satisfied; (x) a certificate signed by the Secretary of the Target Company dated as of the Closing Date, certifying as to (A) the certificate of incorporation and bylaws (or equivalent governing documents) of the Target Company, (B) the resolutions adopted by the Board of Directors of the Target Company regarding this Agreement and the Transactions contemplated hereby and (C) the names and signatures of the officers of the Target Company authorized to sign this Agreement; (xi) audited financial statements of the Target Company as of and for the fiscal years ended 2020 and 2021 in accordance with Section 12.18; (xii) evidence reasonably satisfactory to the Acquirer that all Convertible Notes have been converted into Target Company Common Stock and there are no Convertible Notes or other convertible debt instruments convertible into Target Company Equity Interests that will be delivered, outstanding as of the Effective Time; (xiii) evidence reasonably satisfactory to the Acquirer that holders of Target Company Stock Options have acknowledged receipt of each Seller, the written legal opinion of Target Company Stock Option; (xiv) an executed Owner ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, Cayman Islands counsel for Purchaser, addressed each Owner other than the Owners who are signatories to Sellers and dated this Agreement as of the Closing Datedate hereof (including, in for the form set forth in Exhibit F. (b) At Closingavoidance of doubt, the all Persons who become Owners of Target Company and Sellers shall deliver, or cause to be delivered, to Purchaser the following documents or instruments: (i) duly executed instruments of transfer Common Stock as a result of the Acquired Shares in favor conversion of Purchaser; (ii) share certificates representing Sellers’ ownership any Convertible Notes held by such Person or the exercise of any Target Company Options or Target Company Warrants prior to the Acquired Shares (for cancellationEffective Time); (iii) a copy of the register of members of the Company dated as of the Closing Date and certified by the Company’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition of the Acquired Shares; (iv) a share certificate representing Purchaser’s ownership of the Acquired Shares; (v) the written resignation of all directors of the Company from the board of directors of the Company and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon Closing; (vi) a certificate of incumbency dated as of the Closing Date and issued by the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the Company; (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit D; (viii) the written legal opinion of Zhong Lun Law Firm, PRC counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit E; (ix) the minutes of the board meetings of the Company resolving that: (1) the instruments of transfer referred to in paragraph (i) above shall be approved for; (2) the resignation of the directors of the Company referred to in paragraphs (v) shall be accepted; and (3xv) such persons other documents, instruments or certificates as Purchaser may nominate shall be appointed as the new directors of the Company; and (x) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company Subsidiariesreasonably requested by Acquirer.

Closing Deliveries. (a) At the Closing, Purchaser shallSeller shall deliver or cause to be delivered to Purchaser: (i) deliverone or more certificate(s) representing the Shares, duly endorsed or accompanied by stock powers duly executed in blank and otherwise in a form reasonably satisfactory to Purchaser for transfer on the books of GNLV and GNL (with any requisite transfer Tax stamps attached by Seller); (ii) an executed receipt for the Closing Date Purchase Price; (iii) copies of the Articles of Incorporation (in the case of GNELLC, its Articles of Organization) of each of the MGM Acquired Entities, certified as of a date within three Business Days of the Closing Date by the Secretary of State of the State of Nevada; (iv) a copy, certified by the Secretary of (A) each of the MGM Parties, of the resolutions of its Board of Directors or Executive Committee thereof (in the case of GNELLC, its Board of Managers) authorizing the execution and delivery of this Agreement and consummation of the transactions contemplated by this Agreement, and in each case such resolutions shall be in full force and effect and not revoked and (B) each of the MGM Acquired Entities, of its Bylaws (in the case of GNELLC, the GNELLC Operating Agreement); (v) a duly executed certificate of the President of each of the MGM Parties pursuant to Section 6.3(c); (vi) a good standing certificate (or its equivalent) for each of the MGM Acquired Entities issued by the Secretary of State of the State of Nevada and of such other applicable jurisdictions where any of the MGM Acquired Entities are qualified or licensed to do business or own, lease or operate property making such qualification or licensing necessary, dated as of a date within three Business Days prior to the Closing Date; (vii) a bring down good standing certificate, dated as of the Closing Date, of each of the certificates delivered pursuant to Section 2.3(a)(vi), or a verbal confirmation from the Secretary of State of the applicable jurisdiction on the Closing Date with respect to such good standing; (viii) the original stock and corporate minutes books (or their equivalent) of each of the MGM Acquired Entities, except for the GNLV stock and corporate minute books for the years 1974-1988; (ix) duly executed resignations effective as of the Closing Date from such directors, officers and managers of the MGM Acquired Entities and FSELLC (in the case of any appointees of the MGM Acquired Entities to the FSELLC Board of Managers) as Purchaser shall have requested in writing not less than two Business Days prior to the Closing Date; (x) an opinion from Seller’s outside counsel in form and substance reasonably satisfactory to Purchaser and its outside counsel addressing reasonable and customary matters for this type of transaction; (xi) duly executed copies of the consents required to be obtained by the MGM Parties pursuant to Section 5.8; (xii) duly executed copies of the bills of sale evidencing the Slot Machine Transfer; (xiii) a duly executed copy of the ▇▇▇▇ of sale evidencing the Nuggets Transfer; (xiv) a duly executed copy of the ▇▇▇▇ of sale evidencing the Artwork Transfer; (xv) duly executed copies of documentation evidencing the Amendment of Indemnification Contracts; (xvi) duly executed copies of documentation evidencing the Termination of Affiliate Contracts; (xvii) evidence in form and substance satisfactory to Purchaser that the Release of Encumbrances occurs at the Closing, including without limitation, the delivery of Uniform Commercial Code financing UCC-3 collateral change statements, discharges, executed releases to be filed with the United States Patent and Trademark Office and the United States Copyright Office with respect to Intellectual Property or other appropriate termination statements, recordings and other actions Purchaser deems necessary or advisable; (xviii) evidence in form and substance satisfactory to Purchaser that the Release of Guaranties occurs at the Closing; (xix) results of a recent search, by a Person satisfactory to the Purchaser, of all effective Uniform Commercial Code financing statements and fixture filings and all judgment and Tax lien filings that may have been made with respect to the Shares, the GNELLC Interest, the FSELLC Interest and any assets or properties of the MGM Acquired Entities, together with copies of all such filings disclosed by such search; (xx) an executed counterpart of the Transitional Services Agreement; (xxi) FIRPTA certificates in form and substance reasonably satisfactory to Purchaser; (xxii) duly executed copies of the assignment and license agreements as required by Section 5.14(d), including evidence of the filing of all assignments with the United States Patent and Trademark Office, United States Copyright Office and any applicable domain name registries and any other documents executed by Parent or its Affiliates conveying the MGM Acquired Entities Owned Intellectual Property and the right to Use the Used Intellectual Property to Purchaser; (xxiii) a duly executed copy of the contribution agreement evidencing the Government Treasury Strips Transfer; (xxiv) duly executed copies of the consents required to be obtained by the MGM Parties pursuant to Section 5.27; and (xxv) all other previously undelivered documents, agreements, instruments, writings and certificates, and such other documents, agreements, instruments, writings and certificates as Purchaser may reasonably request to effect the transactions contemplated by this Agreement, in form and substance reasonably satisfactory to Purchaser. (b) At the Closing, the Purchaser shall deliver or cause to be delivered, delivered to each Seller, duly executed instruments of : (i) the Closing Date Purchase Price (less the Seller Financing) in immediately available funds by wire transfer of to an account designated by Seller in writing to Purchaser with such Seller’s Proportional Share of notice being provided to Purchaser no less than five Business Days prior to the Consideration Shares in favor of such Seller; andClosing Date; (ii) deliver, or cause an executed receipt for delivery of the Shares; (iii) the executed Seller Note; (iv) the executed Poster Guaranty; (v) the executed stock pledge agreement relating to be delivered, to each Seller, the written legal opinion shares of PB Gaming owned by ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇Poster and the stock certificate(s) evidencing such shares accompanied by stock power(s) duly executed in blank; (vi) copies of the principal transaction documents relating to the Financing; (vii) a copy of the Poster Note; (viii) a copy of the Articles of Incorporation of PB Gaming, Cayman Islands counsel certified as of a date within three Business Days of the Closing Date by the Secretary of State of the State of Nevada; (ix) a copy, certified by the Secretary of PB Gaming of its Bylaws; (x) an executed receipt for the Shares; (xi) a copy, certified by the Secretary of Purchaser, addressed of the resolutions of Purchaser’s board of directors authorizing the execution and delivery of this Agreement and consummation of the transactions contemplated by this Agreement, which resolutions shall be in full force and effect and not revoked; (xii) a duly executed certificate of the President of Purchaser pursuant to Sellers Section 6.2(c); (xiii) a good standing certificate of each of Purchaser and PB Gaming issued by the Secretary of State of the State of Nevada, dated as of a date within three Business Days prior to the Closing Date; (xiv) a bring down good standing certificate, dated as of the Closing Date, in of the form set forth in Exhibit F. (b) At Closing, the Company and Sellers shall delivercertificate delivered pursuant to Section 2.3(b)(xiii), or cause to be delivered, to Purchaser a verbal confirmation from the following documents or instruments: (i) duly executed instruments Secretary of transfer State of the Acquired Shares in favor State of PurchaserNevada on the Closing Date with respect to such good standing; (iixv) share certificates representing Sellers’ ownership an opinion from Purchaser’s outside counsel in form and substance reasonably satisfactory to Seller and its outside counsel addressing reasonable and customary matters for this type of the Acquired Shares (for cancellation)transaction; (iiixvi) copies of Gaming Licenses required to be obtained by Purchaser or any of its directors, officers, employees, stockholders and Affiliates in connection with the consummation of the transactions contemplated by this Agreement; (xvii) an executed counterpart of the Transitional Services Agreement; (xviii) a duly executed copy of the register of members solvency certificate from the Chief Financial Officer of the Company dated as of the Closing Date and certified by the Company’s registered agent Purchaser in the British Virgin Islands, which gives effect to Purchaser’s acquisition of the Acquired Shares; (iv) a share certificate representing Purchaser’s ownership of the Acquired Shares; (v) the written resignation of all directors of the Company from the board of directors of the Company and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon Closing; (vi) a certificate of incumbency dated as of the Closing Date and issued by the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the Company; (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit D; (viii) the written legal opinion of Zhong Lun Law Firm, PRC counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit E; (ix) the minutes of the board meetings of the Company resolving that: (1) the instruments of transfer referred to in connection with paragraph (i) above shall be approved for; (2) the resignation of the directors of Commitment Letter; provided that Parent and Seller as a condition to delivery hereby expressly disclaim and waive any reliance on the Company referred to information contained in paragraphs (v) shall be acceptedthe solvency certificate; and (3xix) all other previously undelivered documents, agreements, instruments, writings and certificates, and such persons other documents, agreements, instruments, writings and certificates as Purchaser Seller may nominate shall be appointed as reasonably request to effect the new directors of the Company; and (x) the complete set of company seals transactions contemplated by this Agreement, in form and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company Subsidiariessubstance reasonably satisfactory to Seller.

Closing Deliveries. (ai) At the Closing, Purchaser shall: (i) shall deliver, or cause to be delivered, to each SellerAradigm the following, duly executed instruments of transfer of such Seller’s Proportional Share dated as of the Consideration Shares in favor date of such Seller; this Agreement and, where relevant, executed for and on behalf of Purchaser by a duly authorized officer thereof: (ii1) deliverany and all instruments, or cause certificates and agreements as Aradigm may reasonably request in order to be deliveredeffectively make Purchaser responsible for all Assumed Liabilities pursuant hereto to the fullest extent permitted by applicable law; (2) Purchaser shall have provided Aradigm with evidence demonstrating that Purchaser has obtained at least $15 million in equity financing; (3) Purchaser shall have paid to Aradigm, by wire transfer, $4,000,000 in cash; (4) Purchaser shall have reimbursed Aradigm for all documented expenses actually incurred by Aradigm from July 1, 2006 through the Closing Date, that were pre-approved in writing by Purchaser, up to each Seller, the written legal opinion $515,036; (5) Each of ▇▇▇▇▇▇▇ ▇▇▇▇ & and ▇▇▇▇ ▇▇▇▇▇▇▇, Cayman Islands counsel for Purchaser, addressed ▇ shall have provided Aradigm with a release of all claims over or rights to Sellers and dated as any severance payments relating to their cessation of the Closing Dateservices to Aradigm, in the a form set forth in Exhibit F.that is reasonably acceptable to Aradigm and including mutually agreed consideration for such releases; and (b6) the Transitional Services Agreement. (ii) At the Closing, the Company and Sellers Aradigm shall deliver, or cause to be delivered, to Purchaser the following documents or instruments: (i) duly executed instruments of transfer of the Acquired Shares in favor of Purchaser; (ii) share certificates representing Sellers’ ownership of the Acquired Shares (for cancellation); (iii) a copy of the register of members of the Company following, dated as of the Closing Date date of this Agreement and certified executed for and on behalf of Aradigm by the Company’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition of the Acquired Shares; (iv) a share certificate representing Purchaser’s ownership of the Acquired Shares; (v) the written resignation of all directors of the Company from the board of directors of the Company and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon Closing; (vi) a certificate of incumbency dated as of the Closing Date and issued by the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the Company; (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit D; (viii) the written legal opinion of Zhong Lun Law Firm, PRC counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit E; (ix) the minutes of the board meetings of the Company resolving thatduly authorized officer thereof: (1) a general assignment and ▇▇▇▇ of sale with respect to the instruments of transfer referred to Assigned Assets in paragraph (i) above shall be approved forthe form attached hereto as Exhibit F; (2) the resignation one or more instruments of assignment and assumption, in customary form and substance reasonably satisfactory to Purchaser and Aradigm and their respective counsel; (3) an instrument of assignment of the directors Transferred Patents, the Transferred Trademarks, and any other Registered Intellectual Property Rights included in the Assigned Assets, in customary form and substance reasonably satisfactory to Purchaser and Aradigm and their respective counsel; (4) any and all required third party consents including those consents necessary for the valid assignment and transfer of the Company referred Transferred Contracts; (5) any and all other instruments, certificates and agreements as Purchaser may reasonably request in order to in paragraphs (v) shall be acceptedeffectively transfer to Purchaser all of the Assigned Assets pursuant hereto and to the Transfer Plan to the fullest extent permitted by applicable law; and (3) such persons as Purchaser may nominate shall be appointed as the new directors of the Company; and (x6) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company SubsidiariesTransitional Services Agreement.

Closing Deliveries. At the Closing: (a) At ClosingSeller and Parent shall execute and deliver to Purchaser a Bi▇▇ ▇f Sale, and an Assignment of the Intellectual Property, substantially in the forms attached as Exhibit C and such other bills of sale, endorsements, assignments and such other instruments of transfer and conveyance, in form and substance satisfactory to Purchaser, acting reasonably, as shall be effective, together with the Approval Order, to vest in Purchaser shall:as of the Closing Date good and marketable title, free and clear of all Claims and Encumbrances, in and to the Purchased Assets; (b) Seller and Parent shall deliver to Purchaser a copy of the Approval Order and possession of the Purchased Assets; (c) Purchaser shall deliver to Seller a certificate, dated the Closing Date and signed by Purchaser’s President, Chief Executive Officer or Chief Operating Officer, certifying that the representations and warranties of Purchaser contained in Section 5.1 are accurate and complete both when made and at and as of the Closing Date with the same effect as though made at and as of such time and that all covenants required by the terms hereof to be performed by Purchaser on or before the Closing Date, to the extent not waived by Seller in writing, have been so performed in all material respects (or, if any such covenant has not been so performed, indicating that such covenant has not been performed); (d) Purchaser shall deliver to Seller a certificate, dated the Closing Date and signed by Purchaser’s President, Chief Executive Officer or Chief Operating Officer attaching (i) deliver, or cause to be delivered, to each Seller, duly executed instruments of transfer of such Seller’s Proportional Share a certified copy of the Consideration Shares in favor resolutions of such Sellerthe board of directors of Purchaser, authorizing the execution, delivery and performance of this Agreement and all documents associated herewith; and (ii) deliver, or cause to be delivered, to each Seller, the written legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, Cayman Islands counsel for Purchaser, addressed to Sellers and dated as of the Closing Date, in the form set forth in Exhibit F. (b) At Closing, the Company and Sellers shall deliver, or cause to be delivered, to Purchaser the following documents or instruments: (i) duly executed instruments of transfer of the Acquired Shares in favor of Purchaser; (ii) share certificates representing Sellers’ ownership of the Acquired Shares (for cancellation); (iii) a certified copy of the register organizational documents of members of the Company dated as of the Closing Date Purchaser and certified by the Company’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition of the Acquired Shares; (iv) a share certificate representing Purchaser’s ownership of the Acquired Shares; (v) the written resignation of all directors of the Company from the board of directors of the Company and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon Closing; (vi) a certificate of incumbency dated as of the Closing Date and issued by the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the Company; (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit D; (viii) the written legal opinion of Zhong Lun Law Firm, PRC counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit E; (ix) the minutes of the board meetings of the Company resolving that: (1) the instruments of transfer referred to in paragraph (i) above shall be approved for; (2) the resignation of the directors of the Company referred to in paragraphs (v) shall be acceptedamendments thereto; and (3e) such persons as Purchaser may nominate each Party shall be appointed deliver to the other certificates of a senior officer of the Party confirming the truth and correction of representation and warranties made by the Party in this Agreement and performance or compliance, as the new directors case may be, with all obligations and covenants of the Company; and (x) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company SubsidiariesParty in this Agreement.

Closing Deliveries. (a) At Closing, Purchaser shall: (i) deliver, or cause prior to be delivered, to each Seller, duly executed instruments of transfer of such Seller’s Proportional Share of the Consideration Shares in favor of such Seller; and (ii) deliver, or cause to be delivered, to each Seller, the written legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, Cayman Islands counsel for Purchaser, addressed to Sellers and dated as of the Closing Date, in the form set forth in Exhibit F. (b) At Closing, the Company and Sellers Seller shall deliver, or cause to be delivered, to Purchaser the following documents or instrumentsBuyer: (i) duly executed instruments of transfer of the Acquired Shares in favor of PurchaserPurchased Assets; (ii) share a B▇▇▇ of Sale in the form of Exhibit “A,” dated the Closing Date, and duly executed by the Seller in favor of the Buyer; (iii) an Assignment and Assumption Agreement in the form of Exhibit “B”, dated the Closing Date, and duly executed by the Seller; (iv) a copy of the Seller's Certificate of Incorporation (and all amendments) certified by the New York Secretary of State and a copy of the Seller's Bylaws certified by the corporate secretary of the Seller; (v) a good standing certificate issued by the State of New York with regard to the Seller; and (vi) such other certificates, documents and other instruments of transfer and conveyance as may reasonably be requested by Buyer, each in form and substance satisfactory to Buyer dated the Closing Date and duly executed by the Seller. (b) At or prior to the Closing, Parent shall deliver, or cause to be delivered, to Buyer: (i) stock certificates representing Sellers’ ownership the Shares issued in the name of the Acquired Shares Buyer; (for cancellation)ii) a good standing certificate issued by the State of Delaware with regard to Parent; (iii) the Earn-out Agreement; and (iv) such other certificates, documents and other instruments of transfer and conveyance as may reasonably be requested by Buyer, each in form and substance satisfactory to Buyer dated the Closing Date and duly executed by Parent. (c) At or prior to the Closing, Buyer shall deliver to Parent or the Seller, as applicable: (i) the original Convertible Notes; (ii) the Assignment and Assumption Agreement in the form of Exhibit “B”, dated the Closing Date, and duly executed by the Buyer; (iii) a copy of the register Buyer’s Certificate of members of the Company dated as of the Closing Date Formation (and all amendments) certified by the Company’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition Florida Secretary of State and a copy of the Acquired SharesBuyer's Operating Agreement certified by the corporate secretary of the Buyer; (iv) a share certificate representing Purchaser’s ownership of “active status” issued by the Acquired SharesState of Florida with regard to the Buyer; (v) the written resignation of all directors of the Company from the board of directors of the Company and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon ClosingEarn-Out Agreement described in Section 1.8 hereof; (vi) a certificate the Employment Termination Agreements described in Section 8.8 hereof; and (vii) such other certificates, documents and other instruments of incumbency transfer and conveyance as may reasonably be requested by Parent or the Seller, each in form and substance satisfactory to Parent and Seller dated as of the Closing Date and issued duly executed by the Company’s registered agent in the British Virgin IslandsBuyer or its Related Parties, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the Company; (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit D; (viii) the written legal opinion of Zhong Lun Law Firm, PRC counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit E; (ix) the minutes of the board meetings of the Company resolving that: (1) the instruments of transfer referred to in paragraph (i) above shall be approved for; (2) the resignation of the directors of the Company referred to in paragraphs (v) shall be accepted; and (3) such persons as Purchaser may nominate shall be appointed as the new directors of the Company; and (x) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company Subsidiariesappropriate.

Closing Deliveries. (a) At Closing, Purchaser shall: (i) deliver, On or cause to be delivered, to each Seller, duly executed instruments of transfer of such Seller’s Proportional Share of the Consideration Shares in favor of such Seller; and (ii) deliver, or cause to be delivered, to each Seller, the written legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, Cayman Islands counsel for Purchaser, addressed to Sellers and dated as of before the Closing Date, the Company will deliver to the Dealer Managers the following: (a) copies of directors’ and officers’ questionnaires (in the form set forth attached as Exhibit A to the Standby Purchase Agreement) completed and executed by each of the officers and each of the directors of Catalyst prior to the filing of the Canadian Prospectus, the contents of which shall not disclose, in Exhibit F.the reasonable judgment of the Dealer Managers, the existence of an undisclosed material fact pursuant to Section 9; (b) At Closing, the Company and Sellers shall deliver, or cause to be delivered, to Purchaser the following documents or instruments: (i) duly executed instruments of transfer of the Acquired Shares in favor of Purchaser; (ii) share certificates representing Sellers’ ownership of the Acquired Shares (for cancellation); (iii) a copy of the register of members of the Company legal opinion dated as of the Closing Date and certified by the Company’s registered agent from Canadian counsel to Catalyst in the British Virgin Islands, which gives effect form attached as Exhibit B to Purchaser’s acquisition of the Acquired SharesStandby Purchase Agreement; (ivc) a share certificate representing Purchaser’s ownership of the Acquired Shares; (v) the written resignation of all directors of the Company from the board of directors of the Company and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon Closing; (vi) a certificate of incumbency opinion dated as of the Closing Date and issued by the Company’s registered agent from U.S. counsel to Catalyst in the British Virgin Islands, showing that persons form attached as Purchaser may nominate shall have been appointed as Exhibit C to the new directors of the CompanyStandby Purchase Agreement; (viid) a certificate or certificates dated the written legal opinion Closing Date and signed on behalf of ▇▇▇▇▇▇ Westwood & RiegelsCatalyst by the Chief Executive Officer and the Chief Financial Officer of Catalyst or such other officers of Catalyst acceptable to the Dealer Managers, British Virgin Islands counsel for the Companyacting reasonably, addressed to Purchaser dated the Dealer Managers certifying for and on behalf of Catalyst (and without personal liability) after having made due enquiry and after having carefully examined the Prospectus, including all documents incorporated by reference that: (i) since the respective dates as of which information is given in the Prospectus as amended by any Prospectus Amendment (A) there has been no material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of Catalyst and its subsidiaries on a consolidated basis, and (B) no transaction has been entered into by any of Catalyst or its subsidiaries which is material to Catalyst and its subsidiaries on a consolidated basis, other than as disclosed in the Prospectus or any Prospectus Amendment, as the case may be; (ii) no order, ruling or determination having the effect of suspending the sale or ceasing the trading of the Common Shares or any other securities of Catalyst has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened under any of the Canadian Securities Laws or by any regulatory authority; (iii) Catalyst has duly complied with the terms, conditions and covenants of this Agreement on its part to be complied with up until the Closing Time; and (iv) the representations and warranties of Catalyst contained in this Agreement are true and correct as of the Closing Date, in Time with the form set forth in Exhibit D; (viii) the written legal opinion of Zhong Lun Law Firm, PRC counsel for the Company, addressed to Purchaser dated same force and effect as if made at and as of the Closing Date, in Date after giving effect to the form set forth in Exhibit Etransactions contemplated by this Agreement; (ixe) a bringdown letter from the minutes of the board meetings external auditors of the Company resolving that: (1) dated the instruments of transfer Closing Date updating the comfort letter referred to in paragraph (iSection 6(a)(iv) above to the Closing Time, such letter to be in form and substance satisfactory to the Dealer Managers and their counsel, provided that such letter shall be approved for; (2) based on a review by the resignation of auditors having a “cut-off date” no earlier than two Business Days prior to the directors of the Company referred to in paragraphs (v) shall be acceptedClosing Date; and (3f) such persons evidence as Purchaser may nominate shall be appointed as to compliance by the new directors Company with all conditions precedent to the issuance of the Company; and (x) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company SubsidiariesSubscription Receipts.

Closing Deliveries. (a) At ClosingAdministrative Agent shall have received each of the following documents, Purchaser instruments and agreements, each of which shall be in form and substance and executed in such counterparts as shall be acceptable to Administrative Agent and each Bank and each of which shall, unless otherwise indicated, be dated the Closing Date: (i) delivera Note payable to the order of each Bank requesting a Note, or cause to be delivered, to each Sellerin the amount of such Bank’s Commitment, duly executed instruments of transfer of such Seller’s Proportional Share of the Consideration Shares in favor of such Seller; andby Borrower; (ii) deliverthe Mortgages (including any amendments to the Existing Mortgages) to be executed on the Closing Date pursuant to Section 5.1(a), duly executed and delivered by Borrower and each Subsidiary of Borrower (as applicable), together with such other assignments, conveyances, amendments, agreements and other writings, including, without limitation, UCC-1 financing statements, tax affidavits and applicable department of revenue documentation, in form and substance satisfactory to Administrative Agent, creating first and prior Liens in all Borrowing Base Properties (subject only to Permitted Encumbrances); (iii) Facility Guarantees duly executed by each existing Restricted Subsidiary of Borrower; (iv) a Borrower Pledge Agreement duly executed by Borrower together with (A) certificates evidencing one hundred percent (100%) of the issued and outstanding Equity of each existing Restricted Subsidiary of Borrower of every class (all certificates delivered pursuant to this Section 6.1(a)(iv) shall be duly endorsed or accompanied by duly executed blank stock powers), and (B) such financing statements (duly authorized) as Administrative Agent shall request to perfect the Liens granted pursuant to such Borrower Pledge Agreement; (v) such financing statements (including, without limitation, the financing statements referenced in subclauses (ii) and (iv) above) in form and substance acceptable to Administrative Agent (duly authorized) as Administrative Agent shall specify to fully evidence and perfect all Liens contemplated by the Loan Papers, all of which shall be filed of record in such jurisdictions as Administrative Agent shall require in its sole discretion; (vi) a copy of the articles or certificate of incorporation, certificate of organization, or cause comparable charter documents, and all amendments thereto, of each Credit Party accompanied by a certificate that such copy is true, correct and complete, and dated within twenty (20) days of the Closing Date (or within such other period as acceptable to Administrative Agent), issued by the appropriate Governmental Authority of the jurisdiction of incorporation of each such Credit Party, and accompanied by a certificate of the Secretary or comparable Authorized Officer of each such Credit Party that such copy is true, correct and complete on the Closing Date; (vii) a copy of the bylaws, regulations or comparable charter documents, and all amendments thereto, of each Credit Party accompanied by a certificate of the Secretary or comparable Authorized Officer of each such Credit Party that such copy is true, correct and complete as of Closing Date; (viii) certain certificates and other documents issued by the appropriate Governmental Authorities of such jurisdictions as Administrative Agent has requested relating to the existence of each Credit Party and to the effect that each such Credit Party is in good standing with respect to the payment of franchise and similar Taxes and is duly qualified to transact business in such jurisdictions; (ix) a certificate of incumbency of all officers of each Credit Party who will be deliveredauthorized to execute or attest to any Loan Paper, dated the Closing Date, executed by the Secretary or comparable Authorized Officer of each such Credit Party; (x) copies of resolutions or comparable authorizations approving the Loan Papers and authorizing the transactions contemplated by this Agreement and the other Loan Papers, duly adopted by the Board of Directors (or comparable authority) of each Credit Party accompanied by certificates of the Secretary or comparable officer of each such Credit Party that such copies are true and correct copies of resolutions duly adopted at a meeting of or (if permitted by applicable Law and, if required by such Law, by the bylaws or comparable charter documents of each such Credit Party, as applicable) by the unanimous written consent of the Board of Directors (or comparable authority) of each such Credit Party, as applicable, and that such resolutions constitute all the resolutions adopted with respect to each Sellersuch transactions, have not been amended, modified, or revoked in any respect, and are in full force and effect as of the written legal Closing Date; (xi) an opinion of ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Cayman Islands counsel for Purchaserto Borrower, addressed to Sellers and dated as of the Closing Date, in favorably opining as to the form set forth in Exhibit F. (b) At Closing, the Company and Sellers shall deliver, or cause to be delivered, to Purchaser the following documents or instruments: (i) duly executed instruments enforceability of transfer each of the Acquired Shares Loan Papers and otherwise in favor of Purchaserform and substance satisfactory to Administrative Agent and Banks; (iixii) share certificates representing Sellers’ ownership such opinions of the Acquired Shares (for cancellation); (iii) a copy of the register of members of the Company local counsel as Administrative Agent shall require in each jurisdiction where Mortgages will be filed, each dated as of the Closing Date and certified by the Company’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition of the Acquired Shares; (iv) a share certificate representing Purchaser’s ownership of the Acquired Shares; (v) the written resignation of all directors of the Company from the board of directors of the Company and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon Closing; (vi) a certificate of incumbency dated as of the Closing Date and issued by the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the Company; (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed to Purchaser dated as of the Closing Date, favorably opining as to the enforceability of the applicable Mortgages in each applicable jurisdiction and otherwise in form and substance satisfactory to Administrative Agent and Banks; (xiii) a certificate signed by an Authorized Officer of Borrower stating that (A) the representations and warranties contained in this Agreement and the other Loan Papers are true and correct in all respects, and (B) no Default or Event of Default has occurred and is continuing; (xiv) a Certificate of Ownership Interests signed by an Authorized Officer of Borrower in the form set forth in of Exhibit DH attached hereto; (viiixv) copies of or access to all reports in Borrower’s files (or otherwise reasonably available to Borrower) pertaining to Borrower’s Mineral Interests and operations, which report(s) shall not reflect the written legal opinion existence of Zhong Lun facts or circumstances which would constitute a material violation of any Applicable Environmental Law Firm, PRC counsel for the Company, addressed or which are likely to Purchaser dated as of the Closing Date, result in the form set forth in Exhibit Ea material liability to any Credit Party; (ixxvi) certificates from Borrower’s insurance broker setting forth the minutes insurance maintained by Borrower and stating that such insurance is in full force and effect, and which certificates shall evidence that such insurance complies with the requirements of the board meetings of the Company resolving that: (1) the instruments of transfer referred to in paragraph (i) above shall be approved forSection 8.6; (2xvii) counterparts from each party hereto (in such number as may be requested by the resignation Administrative Agent) of the directors this Agreement signed on behalf of the Company referred to in paragraphs (v) shall be acceptedsuch party; and (3) such persons as Purchaser may nominate shall be appointed as the new directors of the Company; and (xxviii) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company SubsidiariesExisting Reserve Report.

Closing Deliveries. (a) At ClosingConcurrently with the execution of this Amendment, Purchaser the Borrower shall: (a) execute and deliver to the Agent, for delivery to each Lender requesting a Revolving Note, a new Revolving Note in the amount specified in Schedule 2.01 hereto, provided that any Lender requesting a new Revolving Note shall promptly return to the Borrower its existing Revolving Note (or an affidavit and indemnity that such Revolving Note is lost, in form and substance reasonably satisfactory to the Borrower); (b) deliver to the Agent favorable written opinions (addressed to the Agent and the Lenders and dated the First Amendment Effective Date) of (i) deliver, or cause to be delivered, to each Seller, duly executed instruments of transfer of such Seller’s Proportional Share of the Consideration Shares in favor of such Seller; and (ii) deliver, or cause to be delivered, to each Seller, the written legal opinion of ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Senior Vice President, General Counsel and Secretary of the Guarantor, (ii) ▇▇▇▇▇ Day relating to the Borrower, the Guarantor, this Amendment and the transactions contemplated hereby, and (iii) Davies ▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Cayman Islands Canadian counsel for Purchaserto the Borrower, addressed in each case in form and substance reasonably satisfactory to Sellers the Agent and its counsel; (c) deliver to the Agent such documents and certificates as the Agent or its counsel may reasonably request relating to the organization, existence and good standing (or equivalent) of each Obligor, the authorization of the transactions contemplated hereby and any other legal matters relating to each Obligor, this Amendment or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Agent and its counsel; (d) deliver to the Agent a certificate, dated the First Amendment Effective Date and signed by the President, a Vice President or a Financial Officer of each Obligor, confirming (i) the representations and warranties of each Obligor set forth in this Amendment shall be true and correct in all material respects on and as of the Closing First Amendment Effective Date, in and (ii) no Default shall have occurred and be continuing as of the form set forth in Exhibit F.First Amendment Effective Date; (be) At Closingexecute and deliver to the Agent, for its sole benefit, the Company First Amendment Agent Fee Letter and Sellers shall deliverpay to, or cause to be deliveredpaid to, to Purchaser the following documents or instruments: (i) duly executed instruments of transfer of Agent, for its sole account, the Acquired Shares in favor of Purchaserfees stated therein; (iif) share certificates representing Sellers’ ownership execute and deliver to the Agent the First Amendment Closing Fee Letter, and pay to, or cause to be paid to, the Agent, for the benefit of the Acquired Shares (for cancellation); (iii) a copy of Lenders, the register of members of the Company dated as of the Closing Date and certified by the Company’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition of the Acquired Shares; (iv) a share certificate representing Purchaser’s ownership of the Acquired Shares; (v) the written resignation of all directors of the Company from the board of directors of the Company and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon Closing; (vi) a certificate of incumbency dated as of the Closing Date and issued by the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the Company; (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit D; (viii) the written legal opinion of Zhong Lun Law Firm, PRC counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit E; (ix) the minutes of the board meetings of the Company resolving that: (1) the instruments of transfer referred to in paragraph (i) above shall be approved for; (2) the resignation of the directors of the Company referred to in paragraphs (v) shall be acceptedfees stated therein; and (3g) such persons as Purchaser may nominate shall pay, or caused to be appointed as the new directors paid, all legal fees and expenses of the Company; and (x) Agent in connection with this Amendment and any other Loan Documents, in each case, to the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of extent invoiced to the Company and Guarantor at least two days prior to the Company SubsidiariesFirst Amendment Effective Date.

Closing Deliveries. (a) At Closing, Purchaser shall: (i) Seller shall deliver, or cause to be delivered: (i) to Purchaser, to each Sellercertificates evidencing the Transferred Shares duly endorsed in blank, or accompanied by stock powers duly executed instruments of transfer of such Seller’s Proportional Share of in blank, in form satisfactory to the Consideration Shares in favor of such Seller; andPurchaser; (ii) delivera copy of the Certificate of Incorporation of the Company in effect as of the Effective Time, or cause to be deliveredaccompanied by a certificate of an executive officer of the Company, to each Seller, the written legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, Cayman Islands counsel for Purchaser, addressed to Sellers and dated as of the Closing Datedate hereof, stating that no amendments have been made to such Certificate of Incorporation since such date; (iii) written evidence of consent, as required as obtained by Company, from any lessors of real property and from other third parties prior to or in connection with the consummation of the transactions contemplated by this Agreement; (iv) the written release of all Encumbrances (if any), other than Permitted Encumbrances, relating to the assets and properties of the Company and the Transferred Shares, executed by the holder of or parties to each such Encumbrance, in form and substance satisfactory to Purchaser; (v) the form set forth certificate referred to in Exhibit F.Section 7.1; (vi) certified true copies of resolutions of the board of directors or similar governing body of the Company, and the resolutions of the shareholders of the Company, authorizing and approving this Agreement and the transactions contemplated hereby; (viii) such other documents as may be reasonably equired to transfer good title to the Shares and to enable Purchaser to become the registered holder thereof; and (b) At Closing, the Company and Sellers Purchaser shall deliver, or cause to be delivered, to Purchaser the following documents or instrumentsSeller: (i) duly executed instruments of transfer Assignment by the Company and assumption by the Purchaser of the Acquired Shares in favor of PurchaserAssumed Company Liabilities; (ii) share certificates representing Sellers’ ownership shares of Purchaser’s Common Stock, restricted as to resale under the federal securities laws of the Acquired Shares (United States of America, to be issued to: Seller in his individual capacity and as trustee for cancellation)the current shareholders of the Company; (iii) a copy of the register of members of the Company dated as of the Closing Date true and complete copy, certified by the Company’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition Secretary of the Acquired Shares;Purchaser, of the resolutions duly and validly adopted by the Board of Directors of the Purchaser evidencing its authorization of the execution and delivery of this Agreement and the agreements related thereto and the consummation of the transactions contemplated hereby and thereby; and (iv) a share the certificate representing Purchaser’s ownership of the Acquired Shares; (v) the written resignation of all directors of the Company from the board of directors of the Company and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon Closing; (vi) a certificate of incumbency dated as of the Closing Date and issued by the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the Company; (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit D; (viii) the written legal opinion of Zhong Lun Law Firm, PRC counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit E; (ix) the minutes of the board meetings of the Company resolving that: (1) the instruments of transfer referred to in paragraph (i) above shall be approved for; (2) the resignation of the directors of the Company referred to in paragraphs (v) shall be accepted; and (3) such persons as Purchaser may nominate shall be appointed as the new directors of the Company; and (x) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company SubsidiariesSection 7.2.

Closing Deliveries. At the Closing: (a) At Closing, Purchaser shall: The Company shall deliver to Redemption Party: (i) deliverthe Redemption Price (including, or cause if applicable pursuant to be deliveredsubparagraph (b) of the definition of Redemption Price, to each Seller, the A&E Note duly executed instruments by the Company) and the Closing Distribution Amount, in each case with the cash portion thereof paid in immediately available funds by wire transfer to an account of transfer of such Seller’s Proportional Share of Redemption Party with a bank in New York City designated by Redemption Party, by notice to the Consideration Shares in favor of such SellerCompany, which notice shall be delivered not later than two (2) Business Days prior to the Closing Date; and (ii) delivercopies of resolutions of the Board of Directors of the Company as to the authorization of this Agreement and all of the transactions contemplated hereby, or cause to be delivered, to each Seller, certified by an authorized person of the written legal opinion Company; (iii) a good standing certificate of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, Cayman Islands counsel for Purchaser, addressed to Sellers and dated the Company issued by the Delaware Secretary of State as of a date reasonably close to the Closing Date; (iv) the certificate required under Section 6.03(a)(iii); and (v) such other documents as Redemption Party shall reasonably request, each of the items in the preceding subparagraphs (ii), (iv) and (v) to be in form set forth in Exhibit F.and substance reasonably satisfactory to Redemption Party. (b) At Closing, Redemption Party shall deliver to the Company and Sellers shall deliver, or cause to be delivered, to Purchaser the following documents or instruments: Company: (i) a duly executed instruments instrument of transfer (in form and substance reasonably satisfactory to the Company) with respect to the transfer of the Acquired Shares in favor of Purchaser; NBC-A&E Interest from Redemption Party to the Company; (ii) share certificates representing Sellers’ ownership copies of resolutions of the Acquired Shares (for cancellation); Board of Directors of Redemption Party as to the authorization of this Agreement and all of the transactions contemplated hereby, certified by an authorized person of Redemption Party; (iii) a copy good standing certificate of Redemption Party issued by the Delaware Secretary of State as of a date reasonably close to the Closing Date; (iv) the certificate required under Section 6.02(a)(iii); (v) resignations of the register of members Directors of the Company dated as of the Closing Date and certified appointed by the Company’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition of the Acquired Shares; (iv) a share certificate representing Purchaser’s ownership of the Acquired Shares; (v) the written resignation of all directors of the Company from the board of directors of the Company and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon Closing; Redemption Party; (vi) a certificate or certificates of incumbency dated non-foreign status in compliance with Treasury Regulations Section 1.1445-2(b)(2), certifying that the Redemption Party or its owner is not a “foreign person” as defined in Section 1445(f)(3) of the Closing Date Code and issued by the Company’s registered agent in the British Virgin Islandsrules of Treasury Regulations promulgated thereunder, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the Company; and (vii) such other documents as the written legal opinion Company shall reasonably request, each of ▇▇▇▇▇▇ Westwood & Riegelsthe items in the preceding subparagraphs (ii), British Virgin Islands counsel for (iv), (v), (vi) and (vii) to be in form and substance reasonably satisfactory to the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit D; (viii) the written legal opinion of Zhong Lun Law Firm, PRC counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit E; (ix) the minutes of the board meetings of the Company resolving that: (1) the instruments of transfer referred to in paragraph (i) above shall be approved for; (2) the resignation of the directors of the Company referred to in paragraphs (v) shall be accepted; and (3) such persons as Purchaser may nominate shall be appointed as the new directors of the Company; and (x) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company Subsidiaries.

Closing Deliveries. (a) At ClosingOn or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser shallthe following: (i) deliver, or cause to be delivered, to each Seller, this Agreement duly executed instruments of transfer of such Seller’s Proportional Share of by the Consideration Shares in favor of such Seller; and (ii) deliver, or cause to be delivered, to each Seller, the written legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, Cayman Islands counsel for Purchaser, addressed to Sellers and dated as of the Closing Date, in the form set forth in Exhibit F. (b) At Closing, the Company and Sellers shall deliver, or cause to be delivered, to Purchaser the following documents or instruments: (i) duly executed instruments of transfer of the Acquired Shares in favor of PurchaserCompany; (ii) share certificates representing Sellers’ ownership a legal opinion of Company Counsel, directed to the Acquired Shares (for cancellation)Placement Agent and the Purchasers, in a form reasonably acceptable to the Placement Agent and Purchasers; (iii) a copy of the register irrevocable instructions to the Transfer Agent to credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of members Purchaser or its respective nominee(s), for the Shares equal to such Purchaser's Subscription Amount divided by the Per Share Purchase Price (plus, if applicable, such Purchaser's aggregate exercise price of the Company dated as Pre-Funded Warrants, provided that such instructions shall state that the number of the Closing Date and certified by the Company’s shares of Common Stock issuable upon exercise of such Purchaser's Pre-Funded Warrants shall not be issued until exercise of such Purchaser's Pre-Funded Warrants), registered agent in the British Virgin Islands, which gives effect to name of such Purchaser’s acquisition of the Acquired Shares; (iv) a share certificate representing duly executed Pre-Funded Warrants, if any, registered in the name of such Purchaser’s ownership of the Acquired Shares, as applicable to such Purchaser; (v) duly executed Common Warrant registered in the written resignation name of all directors such Purchaser to purchase up to a number of Warrant Shares equal to 150% multiplied by the Company from the board total number of directors of the Company Shares and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective officesPre-Funded Warrants purchased by such Purchaser, effective upon Closingwith an exercise price equal to $0.[__] per Warrant Share, subject to adjustment therein; (vi) a certificate of incumbency dated as of the Closing Date Company's wire instructions, on Company letterhead and issued executed by the Company’s registered agent in the British Virgin IslandsExecutive Chairman, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the CompanyChief Executive Officer, or Chief Financial Officer; (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit Dduly executed Lock-Up Agreements; (viii) the written legal opinion of Zhong Lun Law Firm, PRC counsel for Preliminary Prospectus and the Company, addressed Prospectus (which will be deemed to Purchaser dated as of be delivered in accordance with Rule 172 under the Closing Date, in the form set forth in Exhibit ESecurities Act); (ix) a duly executed Officer's Certificate, substantially in the minutes of form acceptable to the board meetings of the Company resolving that: (1) the instruments of transfer referred to in paragraph (i) above shall be approved forPurchasers; (2x) a duly executed Secretary's Certificate, substantially in the resignation form acceptable to the Purchasers; (xi) reimbursement for legal expenses incurred by the Purchasers for legal counsel in connection with preparation of the directors of the Company referred Transaction Documents in an amount equal to in paragraphs (v) shall be accepted$60,000; and (3xii) all documents, instruments and other writings required to be delivered by the Company to the Purchasers on or before the Closing Date pursuant to any provision of this Agreement or in order to implement and effect the transactions contemplated hereby. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such persons as Purchaser may nominate shall be appointed as the new directors of the CompanyP▇▇▇▇▇▇▇▇; and (xii) the complete set of company seals and chops such Purchaser's Subscription Amount (including common chopminus, chops for contractual purposeif applicable, financial chops, legal representative chops) and business licenses a Purchasers aggregate exercise price of the Company Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash) as set forth on such Purchaser's signature hereto by wire transfer to the Company Subsidiariesaccount specified in writing by the Company.

Closing Deliveries. At the Closing: (a) At Closing, Purchaser shall: (i) Sellers will deliver, or cause to be delivered, to each Seller, duly executed instruments of transfer of such Seller’s Proportional Share of the Consideration Shares in favor of such Seller; and (ii) deliver, or cause to be delivered, to each Seller, the written legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, Cayman Islands counsel for Purchaser, addressed to Sellers and dated as of the Closing Date, in the form set forth in Exhibit F. (b) At Closing, the Company and Sellers shall deliver, or cause to be delivered, to Purchaser the following documents or instruments: (i) duly executed a ▇▇▇▇ of sale in the form attached hereto as Exhibit “A” and such other documents and instruments of transfer evidencing the sale, transfer, conveyance and assignment of the Company Acquired Shares in favor Assets as Purchaser may reasonably request (including the Certificates of PurchaserTitle for those Acquired Motor Vehicles which are owned by Company and comprise a portion of the Company Acquired Assets), together with physical possession of all tangible personal property which comprises the Company Acquired Assets; (ii) share certificates representing Sellers’ ownership of the Acquired Shares Assignment, Delegation and Assumption Agreement in the form attached hereto as Exhibit “B” (for cancellationthe “Assumption Agreement”), executed by Company; (iii) a copy ▇▇▇▇ of sale in the form attached hereto as Exhibit “C” and such other documents and instruments evidencing the sale, transfer, conveyance and assignment of the register Platinum PEO Acquired Assets as Purchaser may reasonably request (including the Certificates of members Title for those Acquired Motor Vehicles which are owned by Platinum PEO and comprise a portion of the Company dated as Platinum PEO Acquired Assets), together with the right to physical possession of all tangible personal property which comprises the Closing Date and certified by the Company’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition of the Platinum PEO Acquired SharesAssets; (iv) a share certificate representing Purchaser’s ownership of the Acquired SharesAssignment, Delegation and Assumption Agreement in the form attached hereto as Exhibit “D” (the “Platinum PEO Assumption Agreement”), executed by Platinum PEO; (v) the written resignation of all directors a certificate of the Secretary of Company from certifying (A) as to the board of directors incumbency and signatures of the officers of Company executing this Agreement and the Related Agreements, (B) that attached to such certificate are true and correct copies of the certificate of formation and operating agreement of Company, (C) that attached to such certificate are true and correct copies of resolutions duly adopted or consented to by the managing member of Company and the written resignation Members approving Company’s execution and delivery of this Agreement and any other Related Agreements to which it is a party and to the completion of all legal representatives and directors of the Contemplated Transactions, and (D) that attached to such certificate is a good standing or similar certificate for Company Subsidiaries from their respective officesissued by the secretary of state of the State of Delaware, effective upon Closingin each case dated as of a date that is within fifteen (15) Business Days of the Closing Date; (vi) a certificate of the Secretary of Platinum PEO certifying (A) as to the incumbency and signatures of the officers of Platinum PEO executing this Agreement and the Related Agreements, (B) that attached to such certificate are true and correct copies of the certificate of formation of Platinum PEO, (C) that attached to such certificate are true and correct copies of resolutions duly adopted or consented to by the sole member of Platinum PEO approving Platinum PEO’s execution and delivery of this Agreement and any other Related Agreements to which it is a party and to the completion of all of the Contemplated Transactions, and (D) that attached to such certificate is a good standing or similar certificate for Platinum PEO issued by the secretary of state of the State of Delaware, dated as of a date that is within fifteen (15) Business Days of the Closing Date; (vii) a closing certificate in the form attached hereto as Exhibit “E,” executed by Sellers; (viii) separate payoff letters executed by each Company Creditor in a form and substance reasonably satisfactory to Purchaser, each of which will (A) specify the aggregate amount of the Company Debt payable by Company or Platinum PEO to the Company Creditor executing such payoff letter that is outstanding as of the Closing Date (collectively, the “Pay‑Off Amount”) and issued by (B) provide that, upon the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors payment of the Company; (vii) Pay‑Off Amount in accordance with the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form wire transfer instructions set forth in Exhibit D; such payoff letter, all Encumbrances (viiiif any) the written legal opinion of Zhong Lun Law Firm, PRC counsel for the Company, addressed to Purchaser dated as in or on any of the Closing Date, in the form set forth in Exhibit E; (ix) the minutes of the board meetings of Acquired Assets granted by either Company or Platinum PEO to the Company resolving that: (1) the instruments of transfer referred to in paragraph (i) above shall Creditor executing such payoff letter will be approved forterminated and released; (2) the resignation of the directors of the Company referred to in paragraphs (v) shall be accepted; and (3) such persons as Purchaser may nominate shall be appointed as the new directors of the Company; and (x) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company Subsidiaries.

Closing Deliveries. (a) a. At the Closing, Purchaser shallSeller shall deliver to Buyer the following documents, reasonably satisfactory in form and substance to the parties hereto and their respective counsel, properly executed and acknowledged as required: (i1) deliverSpecial Warranty Deed in substantially the form attached hereto as Exhibit J (the “Deed”), conveying good of record and in fact and marketable fee simple title to the Property to Buyer, free and clear of all liens, restrictions and encumbrances (including, without limitation, encroachments and rights, or cause to be deliveredclaimed rights, to each Seller, duly executed instruments of transfer of such Seller’s Proportional Share of third parties) except for the Consideration Shares in favor of such Seller; andPermitted Exceptions; (ii2) deliver, or cause to be delivered, to each Seller, the written legal opinion of ▇▇▇Warranty ▇▇▇▇ of Sale in substantially the form attached hereto as Exhibit K (“▇▇▇▇ & of Sale”) conveying title to the Personal Property, free and clear of all liens; (3) A general assignment and assumption agreement in substantially the form attached hereto as Exhibit L (“Assignment”) assigning to Buyer all of Seller’s right, title and interest in and to the Existing Lease and all leases entered into by Seller in conformity with the terms of this Amended and Restated Contract, tenant security deposits and other deposits, if any (and interest thereon, if any), Service Contracts (to the extent assignable), Permits and all other rights and interests in the Property to be conveyed by Seller to Buyer pursuant to the terms of this Amended and Restated Contract (including warranties and guaranties relating to personal property conveyed under the ▇▇▇▇▇▇▇▇ of Sale), Cayman Islands counsel and, subject to the terms of this Amended and Restated Contract; (1) An updated, current rent roll certified by Seller to Buyer as being true, accurate and complete in all material respects as of Closing, as of a date no more than ten (10) days prior to the date of Closing in the same form as the Certified Rent Roll attached hereto as Exhibit C, showing as of the date of such rent roll (A) all current claims or offsets of any tenant against Seller of which Seller has knowledge, (B) all rebates, concessions, deductions or abatements of rent to which any tenant is entitled, (C) any rents which have been prepaid more than thirty (30) days in advance, and (D) all security, key and maintenance deposits and interest owed thereon to tenants by statute or contract, together with a detailed statement of the security deposits, the amount received, the date of receipt, previous applications of any portion of such security deposits and all accrued interest held for Purchaserthe account of each tenant and (2) a list of the rents received as of the Closing Date from the occupancy tenants and any delinquencies; (5) A membership resolution and consent of all required members of the Seller authorizing the transactions contemplated herein and an incumbency certificate to evidence the capacity and authority of Seller to consummate the Closing, addressed and any other documents to Sellers evidence the authority of Seller to consummate the Closing reasonably requested by the Title Company, Escrow Agent or Buyer; (6) Evidence reasonably satisfactory to Buyer and dated to the Title Company that all necessary approvals and/or consents by all required persons have been delivered and such other evidence satisfactory to Buyer and the Title Company of Seller’s authority and the authority of all signatories on behalf of Seller to convey the Property pursuant to this Amended and Restated Contract; (7) Affidavits (containing terms reasonably acceptable to Seller) sufficient for the Buyer to delete any exceptions for parties in possession and mechanics’ or materialmen’s liens from the Buyer’s Title Commitment, and such other affidavits (containing terms reasonably acceptable to Seller) relating to Buyer’s Title Commitment as the Buyer may reasonably request; (8) Possession of the Property free and clear of all parties in possession except as provided for under the Existing Lease and other leases entered into by Seller in conformity with this Amended and Restated Contract, as reflected on the updated rent roll to be delivered by Seller pursuant to Section 12(a)(4), and all keys, codes and other security devices for all tenant spaces, utility rooms and other facilities at the Property; (9) A certificate confirming that the representations and warranties of Seller set forth in this Amended and Restated Contract are true and accurate in all material respects as of the Closing Date as if such representations and warranties had been made on and as of such date (and Seller shall be deemed to have re-made such representations and warranties as of the Closing Date), except as otherwise provided for herein; (10) At Buyer’s option, a written notice dated as of Closing to be jointly made from Seller and Buyer to the Property stating that the Property has been sold to Buyer and directing the Existing Tenants to regard Buyer as their landlord and to make rental payments payable to the party and at the address specified by Buyer and set forth in such notice; (11) To the extent that such items are in the possession or control of Seller, originals (or, if originals are unavailable, true and correct copies) of all books and records and tenant files necessary for the orderly transition of operation of the Property, the Existing Lease and other leases entered into by Seller in conformity with this Amended and Restated Contract, Service Contracts and all Permits, all plans, surveys, specifications, operating manuals and other materials and information with respect to the Property; provided that Seller may deliver possession of any such books and records to Buyer at the Property; (12) An original of a closing statement setting forth the Purchase Price, the Deposit, plus all accrued interest thereon, the closing adjustments and prorations provided for hereunder and the application thereof at the Closing (the “Closing Statement”); (13) A certification of non-foreign status (the “FIRPTA Affidavit”) in the form set forth in and attached hereto as Exhibit F. (b) At ClosingM, the Company and Sellers shall deliver, or cause to be delivered, to Purchaser the following documents or instruments: (i) duly executed instruments of transfer of the Acquired Shares in favor of Purchaserby Seller; (ii14) share certificates representing Sellers’ ownership Deliver to Buyer a current list of the Acquired Shares (for cancellation)all security deposits, maintenance deposits and key deposits, if any, together with a computation of interest thereon required by law or agreement; (iii15) a copy Deliver the required Tenant Estoppel Letters from the tenants or occupants of the register of members of the Company dated as of the Closing Date and certified by the CompanyProperty or, with Buyer’s registered agent consent (which may be granted or withheld in the British Virgin IslandsBuyer’s sole discretion), which gives effect to PurchaserSeller’s acquisition of the Acquired Sharescertification in lieu thereof; (iv16) a share certificate representing Purchaser’s ownership Pay all leasing commissions; and (17) Pay all items required under the terms of the Acquired Sharesthis Amended and Restated Contract to be paid by Seller. (18) Such transfer tax, gains or other similar forms required by law; (v19) An original 1099-B Certification; and (20) Such other instruments as Buyer may reasonably request consistent with the written resignation terms of all directors of this Amended and Restated Contract. b. At the Company from Closing, Buyer shall deliver to Seller the board of directors of following documents, reasonably satisfactory in form and substance to the Company parties hereto and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective officescounsel, effective upon Closing; (vi) a certificate of incumbency dated properly executed and acknowledged as of the Closing Date and issued by the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the Company; (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit D; (viii) the written legal opinion of Zhong Lun Law Firm, PRC counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit E; (ix) the minutes of the board meetings of the Company resolving thatrequired: (1) Evidence reasonably satisfactory to Seller and to the instruments Title Company that all necessary approvals and/or consents by all required persons have been delivered and such other evidence satisfactory to Seller and the Title Company of transfer referred Buyer’s authority and the authority of all signatories on behalf of Buyer to in paragraph (i) above shall be approved forconvey the Property pursuant to this Amended and Restated Contract; (2) Any documents reasonably requested by Title Company, Escrow Agent or Seller to evidence Buyer’s capacity and authority to consummate Closing; (3) The Assignment, which shall include an assumption by Buyer of Seller’s obligations arising under the resignation items assigned thereby to the extent arising and accruing after the Closing Date; (4) The Cash Portion of the directors Purchase Price; (5) An original of the Company referred to in paragraphs (v) shall be acceptedClosing Statement; and (36) such persons Such other instruments as Purchaser Seller may nominate shall be appointed reasonably request consistent with the terms of this Amended and Restated Contract. c. In addition to the indemnities set forth elsewhere in this Amended and Restated Contract, and except as the new directors otherwise specifically provided herein, (i) Seller hereby indemnifies and agrees to defend and hold Buyer harmless against and from any and all loss, cost, claim, liability, damage and expense, including, without limitation, reasonable attorneys’ fees and litigation costs, in respect of the Company; and (x) the complete set inaccuracy of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses any representation or warranty made by Seller hereunder or in respect of the Company Property and its operation arising out of circumstances occurring prior to and including the Company SubsidiariesClosing Date; and (ii) Buyer hereby indemnifies and agrees to defend and hold Seller harmless against and from any and all loss, cost, damage, claim, liability and expense, including, without limitation, reasonable attorneys’ fees and litigation costs, in respect of the Property and its operation arising out of circumstances occurring from and after the Closing Date, except to the extent such circumstances existed prior to Closing and except to the extent any events occurring from and after Closing are continuing events that began prior to Closing. The provisions of this Section 12(c) shall survive Closing under this Amended and Restated Contract and shall not be merged into the Deed.

Closing Deliveries. At the Closing, subject to and on the terms and conditions set forth in this Agreement: (a) At Closingthe Seller Parties (or the Sellers’ Representative, Purchaser shallon behalf of the Seller Parties) shall have delivered to the Purchaser: (i) deliver, assignments of membership interests or cause to be delivered, to stock or share certificates representing the Purchased Interests owned by each SellerSelling Holding Company, duly endorsed in blank form for transfer or accompanied by appropriate membership interests or stock or share powers duly executed instruments in blank together with the minute books of transfer of such Seller’s Proportional Share of the Consideration Shares in favor of such Seller; andeach Target Group Member; (ii) deliverthe resignation in writing from each manager, director and officer of each Target Group Member effective as at the Effective Time; (iii) the restrictive covenant agreements by each Seller Party; (iv) any other Ancillary Agreements, duly executed by the Seller Parties, Target Group Members, or cause any of their Affiliates who are a party thereto; (v) copies of all consents required to be deliveredobtained by Seller Parties or the Target Group Members in connection with the Transaction; (vi) customary payoff letters and evidence of the release of all Liens securing any assets of the Target Group Members (the “Payoff Statements”); (vii) invoices issued by each legal counsel, investment bank, broker or advisor of Seller Parties or the Target Group Members entitled to fees or expenses which constitute Transaction Expenses, which invoices shall set forth (A) the amount required to pay in full all Transaction Expenses owned to such Person on the Closing Date, (B) the wire transfer instructions for the payment of such Transaction Expenses to such Person, and (C) the termination of all further obligations owing by the Target Group Members to such Person (“Transaction Expense Invoices”); (viii) a secretary’s certificate, dated as of the Closing Date and executed by the secretary of each Selling Holding Company, certifying: (i) copies of the Organizational Documents of the Selling Holdings Companies and Target Group Members, (ii) the incumbency and specimen signature of each manager or officer of such Selling Holding Company executing this Agreement or any other Ancillary Agreements on such Selling Holding Company’s behalf; (iii) a copy of the resolutions authorizing each Selling Holding Company’s execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party; and (iv) that all such resolutions are in full force and effect and are all of the resolutions adopted in connection with the Transaction; (ix) evidence reasonably satisfactory to the Purchaser that all actions required to be taken by the Seller Parties to effect the Pre-Closing Reorganization as contemplated herein shall have been completed; (x) a certificate of good standing, status, compliance or equivalent with respect to each SellerSelling Holding Company and Target Group Member issued by the appropriate government officials of their respective jurisdictions of incorporation or organization, as the written legal opinion case may be, and each other jurisdiction in which each Target Group Member is qualified to do business, as of a date not more than fifteen days prior to the Closing Date; (xi) the Personal Goodwill Purchase Agreements (the “Personal Goodwill Agreement”), duly executed by each of ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ (xii) termination and assignment agreement for that certain engagement agreement between the applicable Target Group and ▇▇▇▇▇▇▇▇▇▇▇ Partners LLC, Cayman Islands counsel for executed by the applicable Target Group and ▇▇▇▇▇▇▇▇▇▇▇ Partners LLC; (xiii) an affidavit of non-foreign status of the Selling Holding Companies, in form and substance reasonably acceptable to the Purchaser, addressed to Sellers and dated as which complies with Section 1445 of the Closing Date, Code; (xiv) a letter of credit in favor of Parsec in the form set forth amount of $10,000,000 in Exhibit F.connection with the general liability and automobile/vehicle insurance obligations (the “Insurance LC”); (xv) a letter of credit in favor of Parsec in the amount of $3,000,000 in connection with the health coverage obligations (the “Health LC”); and (xvi) without limitation by the specific enumeration of the foregoing, all other documents reasonably required by the Purchaser to effect the transactions contemplated by this Agreement. (b) At Closing, the Company and Purchaser shall have delivered to the Sellers shall deliver, or cause to be delivered, to Purchaser the following documents or instruments:Parties and/or Sellers’ Representative (as applicable): (i) any other Ancillary Agreements, duly executed instruments of transfer of by the Acquired Shares in favor of PurchaserPurchaser and its Affiliates who are a party thereto; (ii) share certificates representing Sellers’ ownership of the Acquired Shares (for cancellation)Personal Goodwill Agreements, each duly executed by the Purchaser; (iii) a copy of the register of members of the Company secretary’s or officer’s certificate, dated as of the Closing Date and certified executed by the Company’s registered agent in secretary or other authorized officer of each Purchaser, certifying: (i) the British Virgin Islands, which gives effect to incumbency and specimen signature of each officer of the Purchaser executing this Agreement or any other Ancillary Agreements on the Purchaser’s acquisition behalf; (ii) a copy of the Acquired Shares;resolutions authorizing the Purchaser’s execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party; and (iii) that all such resolutions are in full force and effect and are all of the resolutions adopted in connection with the Transaction; and (iv) a share good standing certificate representing with respect to the US Purchaser certified by the Secretary of State of the State of the Purchaser’s ownership of incorporation or organization, as the Acquired Shares; (v) the written resignation of all directors of the Company from the board of directors of the Company and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective officescase may be, effective upon Closing; (vi) a certificate of incumbency dated as of the Closing Date and issued by the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the Company; (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed a date not more than fifteen days prior to Purchaser dated as of the Closing Date, in the form set forth in Exhibit D; (viii) the written legal opinion of Zhong Lun Law Firm, PRC counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit E; (ix) the minutes of the board meetings of the Company resolving that: (1) the instruments of transfer referred to in paragraph (i) above shall be approved for; (2) the resignation of the directors of the Company referred to in paragraphs (v) shall be accepted; and (3) such persons as Purchaser may nominate shall be appointed as the new directors of the Company; and (x) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company Subsidiaries.

Closing Deliveries. At the Closing: (a) At ClosingThe Seller shall deliver to the Purchaser the various certificates, instruments and documents which are deliverable by the Seller pursuant to Section 6.1(e) and the Seller shall deliver to the Purchaser shall: (i) deliver, or cause to be delivered, to each Seller, and Reuters R&A a duly executed bill of sale (the "Bill of Sale") and such other instruments of transfer of such Seller’s Proportional Share of the Consideration Shares in favor of such Seller; and (ii) deliver, or cause to be delivered, to each Seller, the written legal opinion of conv▇▇▇▇▇▇▇ ce as the Purch▇▇▇▇ & ▇▇▇▇▇▇▇and Reuters R&A may reasonably request in order to effect the sale, Cayman Islands counsel for Purchasertransfer, addressed conveyance and assignment to Sellers and dated as Reuters R&A of valid ownership of the Closing DateAssets, in each case in a form reasonably satisfactory to the form set forth Purchaser and Reuters R&A. The Seller shall also deliver to Reuters R&A, or otherwise put the Purchaser in Exhibit F.possession or control of, all of the Assets of a tangible nature. (b) At Closing, The Purchaser shall deliver to the Company and Sellers shall deliver, or cause to be delivered, to Purchaser the following documents or instruments: Seller (i) duly executed the various certificates, instruments of transfer of and documents which are deliverable by the Acquired Shares in favor of Purchaser; Purchaser pursuant to Section 6.1(e) and (ii) share certificates representing Sellers’ ownership of the Acquired Shares (for cancellation); (iii) a true and correct copy of the register of members of Ledger, after entering the Company dated Purchase Price Consideration as of a credit payable to the Closing Date and certified by the Company’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition of the Acquired Shares; (iv) a share certificate representing Purchaser’s ownership of the Acquired Shares; (v) the written resignation of all directors of the Company from the board of directors of the Company Seller and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon Closing; (vi) a certificate of incumbency dated as of the Closing Date and issued by the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the Company; (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit D; (viii) the written legal opinion of Zhong Lun Law Firm, PRC counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit E; (ix) the minutes of the board meetings of the Company resolving that: (1) the instruments of transfer Cash Payments referred to in paragraph Section 1.7(d) and indicating that such Cash Payments were paid to the Seller at the Closing. The Purchaser and Reuters R&A shall deliver a duly executed instrument of assumption of liabilities (ithe "Assumption Agreement") above shall be approved for;and such other instruments as the Seller may reasonably request in order to effect the assumption by Reuters R&A of the Assumed Liabilities, in a form reasonably satisfactory to the Seller. (2c) The Purchaser and the resignation Seller shall execute and deliver the Mutual Services Agreement attached hereto as Exhibit A (the "Mutual Services Agreement") and the Purchaser and the Seller shall execute and deliver the Technology and Trademark Cross-License attached hereto as Exhibit B (the "Intellectual Property License," and together with the Mutual Services Agreement, the "Ancillary Agreements"). (d) The Purchaser shall pay to the Seller any Cash Payments expressly contemplated to be paid at the Closing pursuant to Section 4.1(a) of this Agreement and Section 4(d) of the directors of Mutual Services Agreement. (e) The Purchaser, Reuters R&A and the Company Seller shall execute and deliver to each other a cross-receipt evidencing the transactions referred to in paragraphs (v) shall be accepted; and (3) such persons as Purchaser may nominate shall be appointed as the new directors of the Company; and (x) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company Subsidiariesabove.

Closing Deliveries. (a) At the Closing, Purchaser shallBuyer shall pay the Purchase Price in accordance with this Agreement and shall deliver to Seller: (i) deliveri. Transaction Documents duly executed by Buyer, or cause as applicable, as described in Section 7.3. ii. A certificate, in form and substance reasonably satisfactory to be delivered, to each Seller, duly executed instruments signed by an authorized officer of transfer of such Seller’s Proportional Share of Buyer certifying the Consideration Shares matters described in favor of such Seller; andSection 7.1. (ii) deliveriii. A certificate, or cause in form and substance reasonably satisfactory to be delivered, to each Seller, signed by the written legal opinion Secretary of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇Buyer (A) certifying the matters described in Section 7.4, Cayman Islands counsel for Purchaser, addressed to Sellers and dated as (B) certifying and attaching a recent certificate of incorporation regarding Buyer from the Closing Date, in the form set forth in Exhibit F.office of ASIC. (b) At the Closing, Seller shall deliver to Buyer: i. The Transferred Assets, including without limitation, copies of all books, records, files, and documents of Seller relating to any of the Company Transferred Assets or otherwise related or necessary to the commercial exploitation of the Transferred Assets or the Seller’s Business, and Sellers shall deliverwithout limiting the foregoing, or cause electronic media, with all electronic media to be delivereddelivered fully functioning; provided that delivery of all Software which is included in the Transferred Assets shall be made solely by Buyer electronically accessing an online site designated by Seller, and shall not be accomplished by delivery of any physical tangible property; and provided, further, that if Buyer waives the closing condition that a Required Consent be obtained for any Transferred Contract, such Transferred Contract shall not be assigned to Purchaser Buyer at the following documents or instruments:Closing, but shall instead be assigned at such time as the Required Consent is obtained, subject to the provisions of Section 5.12. (i) ii. Transaction Documents duly executed instruments by Seller as described in Section 6.4. iii. A certificate, in form and substance reasonably satisfactory to Buyer, signed by the Chief Executive Officer of transfer Seller the matters described in Section 6.1. iv. A certificate, in form and substance reasonably satisfactory to Buyer, signed by the Secretary of Seller (A) certifying the matters described in Section 6.5, and (B) certifying and attaching a recent good standing certificate regarding Seller from the office of the Acquired Shares in favor Secretary of Purchaser; (ii) share certificates representing Sellers’ ownership State of the Acquired Shares (for cancellation); (iii) a copy State of the register of members of the Company dated as of the Closing Date and certified by the Company’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition of the Acquired Shares; (iv) a share certificate representing Purchaser’s ownership of the Acquired Shares; (v) the written resignation of all directors of the Company from the board of directors of the Company and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon Closing; (vi) a certificate of incumbency dated as of the Closing Date and issued by the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the Company; (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit D; (viii) the written legal opinion of Zhong Lun Law Firm, PRC counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit E; (ix) the minutes of the board meetings of the Company resolving that: (1) the instruments of transfer referred to in paragraph (i) above shall be approved for; (2) the resignation of the directors of the Company referred to in paragraphs (v) shall be accepted; and (3) such persons as Purchaser may nominate shall be appointed as the new directors of the Company; and (x) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company SubsidiariesNew Jersey.

Closing Deliveries. (a) At the Closing, Purchaser shall: (i) deliver, or cause to be deliveredheld simultaneously with the execution and delivery of this Agreement, to each Seller, duly executed instruments of transfer of such Seller’s Proportional Share of the Consideration Shares in favor of such Seller; and (ii) deliver, or cause to be delivered, to each Seller, the written legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, Cayman Islands counsel for Purchaser, addressed to Sellers and dated as of the Closing Date, in the form set forth in Exhibit F. (b) At Closing, the Company and Sellers shall deliver, or cause to be delivered, to Purchaser the following documents or instrumentsBuyer the following: (i) A copy of resolutions duly executed instruments adopted by Sellers, authorizing the execution, delivery and performance of transfer this Agreement and the B▇▇▇ of Sale and Assumption Agreement, and a certificate of the Acquired Shares respective secretaries of Sellers, dated the Closing Date, to the effect that such resolutions were duly adopted and are in favor full force and effect as of Purchaserthe Closing Date; (ii) share certificates representing Sellers’ ownership A duly executed counterpart of the Acquired Shares (for cancellation)B▇▇▇ of Sale and Assumption Agreement in form and substance reasonably satisfactory to Buyer, and any other instruments of transfer necessary to transfer ownership to Buyer of the Transferred Assets; (iii) a copy Instruments that shall be effective to transfer to Buyer all of Sellers’ right, title and interest in and to the register Intellectual Property of members of the Company dated as of the Closing Date and certified by the Company’s registered agent Sellers included in the British Virgin Islands, which gives effect to Purchaser’s acquisition of Transferred Assets in form suitable for filing with the Acquired Sharesnecessary Governmental Authorities; (iv) a share A certificate representing Purchaser’s ownership of good standing from the Acquired SharesSecretary of State of QS’ jurisdiction of incorporation and from the Secretary of State of each jurisdiction in which QS is qualified to do business as set forth on Schedule 3.1; (v) the written resignation A certificate of all directors of the Company good standing from the board Secretary of directors State of the Company and the written resignation Parent’s jurisdiction of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon Closing;incorporation; and (vi) such other and further documents, instruments, certificates and agreements reasonably deemed by Buyer’s counsel to be necessary to effectuate the transactions contemplated by this Agreement; (b) At the Closing, and simultaneously with the execution and delivery of this Agreement, the Buyer shall deliver, or cause to be delivered, to Sellers the following: (i) A copy of resolutions duly adopted by Buyer, authorizing the execution, delivery and performance of this Agreement and the B▇▇▇ of Sale and Assumption Agreement, and a certificate of incumbency the secretary of Buyer, dated as of the Closing Date Date, to the effect that such resolutions were duly adopted and issued by the Company’s registered agent are in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the Company; (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed to Purchaser dated full force and effect as of the Closing Date, in the form set forth in Exhibit D; (viiiii) A copy of resolutions duly adopted by Netsmart, authorizing the written legal opinion execution, delivery and performance of Zhong Lun Law Firmthis Agreement and the B▇▇▇ of Sale and Assumption Agreement, PRC counsel for and a certificate of the Companysecretary of Netsmart, addressed dated the Closing Date, to Purchaser dated the effect that such resolutions were duly adopted and are in full force and effect as of the Closing Date, in the form set forth in Exhibit E; (ixiii) the minutes A duly executed counterpart of the board meetings B▇▇▇ of the Company resolving that: (1) the instruments of transfer referred to in paragraph (i) above shall be approved forSale and Assumption Agreement; (2iv) the resignation of the directors of the Company referred to in paragraphs The duly executed Promissory Note; (v) shall be acceptedA certificate of good standing from the Secretary of State of Buyer’s jurisdiction of incorporation and from the Secretary of State of the jurisdiction in which Buyer maintains its principal place of business; and (3vi) such persons as Purchaser may nominate shall other and further documents, instruments, certificates and agreements reasonably deemed by Sellers’ counsel to be appointed as necessary to effectuate the new directors of the Company; and (x) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company Subsidiariestransactions contemplated by this Agreement.

Closing Deliveries. At the Closing, the certificate(s), documents and other items listed below will be executed and delivered by the appropriate parties: (a) At Closing▇▇▇▇▇ will deliver stock certificate(s) to Buyer representing all of the Shares, Purchaser shall:duly endorsed for transfer and accompanied by duly executed stock power(s); (ib) deliverSubject to SECTION 7.4 below, or cause Buyer will deliver a stock certificate to ▇▇▇▇▇ representing the shares of Parent Class A Common Stock to be delivered, to each Seller, duly executed instruments of transfer of such Seller’s Proportional Share of the Consideration Shares in favor of such Seller; anddelivered as Purchase Price; (iic) deliver, or cause to be delivered, to Buyer and ▇▇▇▇▇ will execute and deliver a Consulting Agreement substantially in the form of EXHIBIT B hereto; (d) Buyer and each Seller, the written legal opinion of ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ & will execute and deliver a Finder's Fee Agreement substantially in the form of EXHIBIT C hereto; (e) Buyer and ▇▇▇▇▇▇▇, Cayman Islands counsel for Purchaser, addressed to Sellers ▇▇ will execute and dated as of the Closing Date, deliver an Employment Agreement substantially in the form set forth in Exhibit F.of EXHIBIT D hereto; (bf) At Closing, Buyer and ▇▇▇▇▇ will execute and deliver the Confidentiality and Noncompetition Agreement substantially in the form of EXHIBIT A attached to the Consulting Agreement; (g) Buyer and ▇▇▇▇▇ will execute and deliver an Affiliate Agreement substantially in the form of EXHIBIT F hereto; (h) ▇▇▇▇▇ and the Company will execute and Sellers shall deliver, or cause deliver to be delivered, to Purchaser Buyer a Closing Certificate substantially in the following documents or instruments:form of EXHIBIT G hereto; (i) duly executed instruments Buyer will execute and deliver to the Company and ▇▇▇▇▇ a Closing Certificate substantially in the form of transfer of the Acquired Shares in favor of PurchaserEXHIBIT H hereto; (iij) share certificates representing Sellers’ ownership of the Acquired Shares (for cancellation); (iii) a copy of the register of members of the The Company dated as of the Closing Date will execute and certified by the Company’s registered agent in the British Virgin Islandsdeliver to Buyer, which gives effect and Buyer will execute and deliver to Purchaser’s acquisition of the Acquired Shares; (iv) a share certificate representing Purchaser’s ownership of the Acquired Shares; (v) the written resignation of all directors of the Company from the board of directors of the Company and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon Closing; (vi) a certificate of incumbency dated as of the Closing Date and issued by the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the Company; (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed to Purchaser dated as of the Closing Date, a Secretary's Certificate substantially in the form set forth in Exhibit Dof EXHIBIT I hereto; (viiik) If and to the extent requested by Buyer, each director and officer of the Company will deliver to Buyer a written resignation; (l) The Company and ▇▇▇▇▇ will deliver to Buyer a legal opinion of Zhong Lun Law Firm, PRC their counsel for the Company, addressed to Purchaser dated in such form as of the Closing Date, in the form set forth in Exhibit E; (ix) the minutes of the board meetings of the Company resolving that: (1) the instruments of transfer referred to in paragraph (i) above Buyer's counsel shall be approved for; (2) the resignation of the directors of the Company referred to in paragraphs (v) shall be acceptedreasonably request; and (3m) such persons as Purchaser may nominate shall be appointed as the new directors of the Company; and (x) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of Buyer will deliver to the Company and ▇▇▇▇▇ a legal opinion of its counsel in such form as the Company SubsidiariesCompany's counsel shall reasonably request.

Closing Deliveries. (a) At Closing, Purchaser shall: (i) deliver, or cause to be delivered, to each Seller, duly executed instruments of transfer of such Seller’s Proportional Share of the Consideration Shares in favor of such Seller; and (ii) deliver, or cause to be delivered, to each Seller, the written legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, Cayman Islands counsel for Purchaser, addressed to Sellers and dated as of the Closing Date, in the form set forth in Exhibit F. (b) At Closing, the Company and Sellers shall deliver, or cause to be delivered, to Purchaser the following documents or instrumentsBuyers each of the following: (i) duly executed instruments of transfer of the Acquired Shares in favor Assets, including all keys, security codes, account numbers and similar security items required to access or secure the Acquired Assets, free and clear of Purchaserall Liens except Permitted Liens; (ii) share certificates representing Sellers’ ownership a General Assignment and ▇▇▇▇ of Sale in the Acquired Shares form of Exhibit D and attached hereto (for cancellation)the “▇▇▇▇ of Sale”) duly executed by the Company; (iii) a copy of the register of members of the Company dated as of the Closing Date and certified by the Company’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition of the Acquired Shares[Intentionally Left Blank.]; (iv) a share certificate representing Purchaser’s ownership an Assignment and Assumption Agreement in the forms of Exhibit F-1 and F-2 attached hereto (collectively, the Acquired Shares“Assignment and Assumption Agreement-Assumed Contracts”) with respect to the Assumed Contracts set forth on Schedule 4.02(a)(iv), duly executed by the Company and RWD Canada, respectively; (v) an Assignment and Assumption Agreement in the written resignation form of all directors of Exhibit ▇-▇, ▇-▇, G-3 and G-4 attached hereto (the Company from “Assignment and Assumption Agreement-Intellectual Property”), duly executed by the board of directors of the Company and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon Closingapplicable Sellers; (vi) a certificate an Assignment and Assumption Agreement in the form of incumbency dated as Exhibit H attached hereto (collectively, the “Assignment and Assumption Agreement-Assumed Leases”) with respect to the Real Property Leases, duly executed by the applicable Sellers; (vii) an Employment Agreement duly executed by each of the Closing Date individuals set forth on Schedule 4.02(a)(vii) in the form of Exhibit I attached hereto (each an “Employment Agreement” and collectively, the “Employment Agreements”) and an acknowledgement in the form attached as Exhibit J executed by eighty percent (80%) of the employees who are listed on Schedule 9.04(a)(i) and offered employment by Buyers in each of: (1) the Northeast and South regions of the Company; (2) West and Midwest regions of the Company; (3) the Company’s Rockwell Unit; (4) the Company’s Chrysler Unit; (5) the Company’s Energy Unit; (6) RWD Colombia; and (7) the Company’s four (4) practice areas, taken as a whole; (viii) a Non-Competition, Non-Disclosure and Non-Solicitation Agreement duly executed by each of the individuals set forth on Schedule 4.02(a)(viii), in the form attached hereto as Exhibit K (each a “Non-Competition Agreement”, and together, the “Non-Competition Agreements”); (ix) the opinion of counsel contemplated by Section 11.09 of this Agreement; (x) a sublease in substantially the form of Exhibit L attached hereto (the “Sublease”) duly executed by the Company and such other parties reasonably requested by the Buyers; (xi) a Subordination, Non-Disturbance and Attornment Agreement in the form attached hereto as Exhibit M or in other form reasonably acceptable to the Buyer with respect to each of the properties set forth on Schedule 4.01(a)(xi), duly executed by each lender holding a mortgage on the Leased Real Property; (xii) a landlord estoppel certificate and consent in the form attached hereto as Exhibit N, duly executed by each landlord of each Leased Real Property; (xiii) all other consents or filings required to transfer the Acquired Assets in accordance with the terms of this Agreement or otherwise consummate the transactions contemplated by this Agreement or the Transaction Documents (the “Required Consents”) to be obtained or made by the Sellers and RWD Canada, which shall be in a form reasonably acceptable to the Buyers; (xiv) all certificates of origin, manufacturer’s statements of origin, certificates of title or bills of sale for the Tangible Personal Property, duly endorsed for transfer; (xv) a public deed duly executed and reflecting the amendment of RWD Colombia’s bylaws designating GP US and GP Holdings as the new owners of all the issued and outstanding equity interests (cuotas sociales) of RWD Colombia and such other instruments or documents as may be necessary for the transfer to GP US and/or its Affiliates of all the issued and outstanding equity interests (cuotas sociales) of RWD Colombia; (xvi) all Permits listed on Schedule 5.09(b), to the extent transferable; (xvii) documentation reasonably satisfactory to the Buyers (including appropriate signature cards) assigning the bank accounts of the Sellers and RWD Colombia set forth on Schedule 2.01(n) duly executed by the Sellers; (xviii) the certificates required by Sections 11.01, 11.02, 11.04 and 11.08; (xix) duly executed UCC-3 termination statements and such other release and termination instruments (or copies thereof) as the Buyers shall reasonably request in order to vest in Buyers all right, title and interest in and to the Acquired Assets free and clear of all Liens; (xx) evidence, in form and substance reasonably satisfactory to Buyers, of the payment in full by the Sellers, RWD Canada and RWD Colombia of all Transaction Expenses; (xxi) evidence, in form and substance reasonably satisfactory to Buyers, that all arrangements required by Section 8.07 to be cancelled or terminated have been cancelled or terminated; (xxii) such agreements, deeds, transfers, conveyances and other documents (subject to the relevant local Law and otherwise as may be agreed between the Sellers, RWD Canada and the Buyers) to implement the transfer, at Closing, of the Acquired Assets, such documents to be substantially in the form of the documents attached hereto as Exhibit O (collectively, the “Local Transfer Documents”), duly executed by the Sellers and RWD Canada, as applicable; (xxiii) the General Escrow Agreement, duly executed by the Company’s registered agent ; (xxiv) the Special Escrow Agreement, duly executed by the Company; and (xxv) a duly executed certification of non-foreign status with respect to the Company that complies with the requirements set forth in Treasury Regulatory Section 1.1445-2(b)(2)(ii) in form reasonably acceptable to Buyers; (xxvi) such other agreements, instruments and documents as may be reasonably requested by the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as Buyers necessary to effect the new directors transfer of the CompanyAcquired Assets to the Buyers or to consummate the transactions contemplated by this Agreement or the Transaction Documents; and (xxvii) pro forma balance sheets for the Acquired Assets (excluding any inter-company balances), at December 31, 2010, and pro forma statements of income and cash flows for the Acquired Assets (excluding any inter-company balances) for each of the annual periods then ending. (b) At the Closing, the Equity Owners shall deliver, or cause to be delivered, to the Buyers each of the following: (i) the certificates required by Sections 11.01, 11.02 and 11.08, duly executed by each of the Equity Owners; (ii) the opinion of counsel contemplated by Section 11.09 of this Agreement; (iii) documentation reasonably acceptable to Buyer and Seller designed to collaterally assign for no more than three (3) years from the date of Closing and only to satisfy indemnification obligations of the Sellers and Equity Owners, Ten Million Dollars ($10,000,000) of the proceeds of the Deutsch Policy to GP US; and (iv) such other agreements, instruments and documents as may be reasonably requested by the Buyers necessary for the Sellers to transfer the Acquired Assets to the Buyers or to consummate the transactions contemplated by this Agreement or the Transaction Documents. (c) At the Closing, the Buyers shall deliver, or cause to be delivered, to the Sellers each of the following: (i) an amount of the Cash Consideration equal to the General Escrow Amount by wire transfer in immediately available funds to the Escrow Agent; (ii) an amount of the Cash Consideration equal to the Special Escrow Amount by wire transfer in immediately available funds to the Escrow Agent; (iii) the balance of the Cash Consideration paid in accordance with Section 2.04(b)(iii); (iv) [Intentionally Left Blank.]; (v) [Intentionally Left Blank.]; (vi) the Assignment and Assumption Agreement-Assumed Contracts, duly executed by GP US; (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & RiegelsAssignment and Assumption Agreement-Intellectual Property, British Virgin Islands counsel for duly executed by the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit Dapplicable Buyers; (viii) the written legal opinion of Zhong Lun Law FirmAssignment and Assumption Agreement-Assumed Leases, PRC counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit Eduly executed by GP US; (ix) the minutes of the board meetings of the Company resolving that: (1) the instruments of transfer referred to in paragraph (i) above shall be approved forEmployment Agreements, duly executed by GP US; (2) the resignation of the directors of the Company referred to in paragraphs (v) shall be accepted; and (3) such persons as Purchaser may nominate shall be appointed as the new directors of the Company; and (x) the complete set Non-Competition, Non-Disclosure and Non-Solicitation Agreements, duly executed by GP US; (xi) the Local Transfer Documents, duly executed by the applicable Buyers; (xii) the Sublease, duly executed by GP US; (xiii) the General Escrow Agreement, duly executed by GP US; (xiv) the Special Escrow Agreement, duly executed by GP US; (xv) the certificates required by Sections 10.01 and 10.02; and (xvi) such other agreements, instruments and documents as may be reasonably requested by the Sellers necessary to consummate the transactions contemplated by this Agreement or the Transaction Documents. (d) To the extent that the provisions of company seals a Local Transfer Document are inconsistent with provisions of this Agreement (excluding such Local Transfer Document), then the provisions of this Agreement shall prevail and chops (including common chopthe Sellers, chops for contractual purposeRWD Canada and the Buyers shall procure that, financial chops, legal representative chops) and business licenses so far as permissible under the Laws of the Company and relevant jurisdiction, the Company Subsidiariesprovisions of the relevant Local Transfer Document are adjusted to the extent necessary to give effect to the provisions of this Agreement.

Closing Deliveries. (a) At Closing, Purchaser shall: (i) deliverAt the Closing, Saehan shall execute and acknowledge, or cause to be deliveredexecuted and acknowledged (as appropriate) and deliver to Wilshire and Newco, such documents and certificates necessary or appropriate to carry out the terms and provisions of this Agreement, including without limitation, the following (all of such actions constituting conditions precedent to Wilshire’s and Newco’s obligations to consummate the Merger and the other transactions hereunder): (A) True, correct and complete copies of the articles of incorporation of Saehan and Saehan Bank, and all amendments thereto, each Sellerduly certified as of a recent date by the California Secretary of State or the DFI, as appropriate; (B) A certificate issued by the California Secretary of State or the DFI, as appropriate, as of a recent date reflecting the existence and good standing of Saehan and Saehan Bank under the laws of the State of California; (C) A certificate, dated as of a recent date, issued by the FDIC, duly executed instruments certifying that the deposits of transfer of such Seller’s Proportional Share of Saehan Bank are insured by the Consideration Shares in favor of such Seller; andFDIC pursuant to the FDIA; (iiD) deliverA certificate, or cause to be delivered, to each Seller, the written legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, Cayman Islands counsel for Purchaser, addressed to Sellers and dated as of the Closing Date, duly executed by the Secretary of Saehan, acting solely in the form set forth in Exhibit F. (b) At Closinghis or her capacity as an officer of Saehan, the Company and Sellers pursuant to which Saehan shall deliver, or cause to be delivered, to Purchaser the following documents or instruments: certify (i) the due adoption by the Saehan Board of corporate resolutions attached to such certificate authorizing the execution and delivery of this Agreement and any other agreements and documents contemplated hereby, and the taking of all actions contemplated hereby and thereby; (ii) the due adoption by the stockholders of Saehan authorizing the transactions contemplated by this Agreement; (iii) the incumbency and true signatures of those officers of Saehan duly executed instruments authorized to act on its behalf in connection with the transactions contemplated by this Agreement and to execute and deliver this Agreement and any other agreements and documents contemplated hereby and the taking of transfer all actions contemplated hereby and thereby on behalf of Saehan; and (iv) that the copy of the Acquired Shares bylaws of Saehan attached to such certificate is true and correct and such bylaws have not been amended except as reflected in favor of Purchasersuch copy; (iiE) share certificates representing Sellers’ ownership of the Acquired Shares (for cancellation); (iii) a copy of the register of members of the Company dated as of the Closing Date and certified by the Company’s registered agent in the British Virgin IslandsA certificate, which gives effect to Purchaser’s acquisition of the Acquired Shares; (iv) a share certificate representing Purchaser’s ownership of the Acquired Shares; (v) the written resignation of all directors of the Company from the board of directors of the Company and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon Closing; (vi) a certificate of incumbency dated as of the Closing Date and issued by the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the Company; (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed to Purchaser dated as of the Closing Date, duly executed by the Secretary of Saehan Bank, acting solely in his or her capacity as an officer of Saehan Bank, pursuant to which Saehan Bank shall certify (i) the form set forth due adoption by the Saehan Bank board of directors of corporate resolutions attached to such certificate authorizing the execution and delivery of the Bank Merger Agreement and any other agreements and documents contemplated thereby, and the taking of all actions contemplated thereby; (ii) the due adoption by the sole stockholder of Saehan Bank authorizing the transactions contemplated by the Bank Merger Agreement; (iii) the incumbency and true signatures of those officers of Saehan Bank duly authorized to act on its behalf in Exhibit Dconnection with the transactions contemplated by the Bank Merger Agreement and to execute and deliver the Bank Merger Agreement and any other agreements and documents contemplated thereby and the taking of all actions contemplated thereby on behalf of Saehan Bank; and (iv) that the copy of the bylaws of Saehan Bank attached to such certificate is true and correct and such bylaws have not been amended except as reflected in such copy; (viiiF) The certificate specified in Section 6.2(c) hereof; (G) All consents and approvals, including landlord consents, required to be obtained by Saehan and/or Saehan Bank from third parties to consummate the written legal opinion transactions contemplated by this Agreement, including those set forth on Disclosure Schedule 3.1(d)(ii); and (H) All other documents required to be delivered to Wilshire or Newco by Saehan under the provisions of Zhong Lun Law Firmthis Agreement and all other documents, PRC counsel for certificates and instruments as are reasonably requested by Wilshire, Newco or its counsel. (ii) At the CompanyClosing, addressed Wilshire and Newco, as appropriate, shall execute and acknowledge (where appropriate) and deliver to Purchaser Saehan, such documents and certificates necessary to carry out the terms and provisions of this Agreement, including without limitation, the following (all of such actions constituting conditions precedent to Saehan’s obligations to consummate the Merger and the other transactions hereunder): (A) True, correct and complete copies of the articles of incorporation of Wilshire, Newco and Wilshire Bank, and all amendments thereto, each duly certified as of a recent date by the California Secretary of State or the DFI, as appropriate; (B) A certificate issued by the California Secretary of State or the DFI, as appropriate, as of a recent date reflecting the existence and good standing of Wilshire, Wilshire Bank and Newco under the laws of the State of California; (C) A certificate, dated as of a recent date, issued by the FDIC that the deposits of Wilshire Bank are insured by the FDIC pursuant to the FDIA; (D) A certificate, dated as of the Closing Date, executed by the Secretary of Newco, acting solely in his or her capacity as an officer of Newco, pursuant to which Newco shall certify (i) the form set forth due adoption by the Newco Board of corporate resolutions attached to such certificate authorizing the execution and delivery of this Agreement and the other agreements and documents contemplated hereby and the taking of all actions contemplated hereby and thereby; (ii) the due adoption by the sole stockholder of Newco of resolutions authorizing the transactions contemplated by this Agreement; (iii) the incumbency and true signatures of those officers of Newco duly authorized to act on its behalf in Exhibit Econnection with the transactions contemplated by this Agreement and to execute and deliver this Agreement and other agreements and documents contemplated hereby, and the taking of all actions contemplated hereby and thereby on behalf of Newco; and (iv) that the copy of the bylaws of Newco attached to such certificate is true and correct and such bylaws have not been amended except as reflected in such copy; (ixE) the minutes A certificate, dated as of the board meetings Closing Date, executed by the Secretary of the Company resolving that: (1) the instruments Wilshire, acting solely in his or her capacity as an officer of transfer referred Wilshire, pursuant to in paragraph which Wilshire shall certify (i) above shall be approved forthe due adoption by the Wilshire Board of corporate resolutions attached to such certificate authorizing the execution and delivery of this Agreement and the other agreements and documents contemplated hereby and the taking of all actions contemplated hereby and thereby; and (ii) the incumbency and true signatures of those officers of Wilshire duly authorized to act on its behalf in connection with the transactions contemplated by this Agreement and to execute and deliver this Agreement and other agreements and documents contemplated hereby, and the taking of all actions contemplated hereby and thereby on behalf of Wilshire; (2F) A certificate, dated as of the Closing Date, duly executed by the Secretary of Wilshire Bank, acting solely in his or her capacity as an officer of Wilshire Bank, pursuant to which Wilshire Bank shall certify (i) the resignation due adoption by the Wilshire Bank board of directors of corporate resolutions attached to such certificate authorizing the execution and delivery of the directors Bank Merger Agreement and any other agreements and documents contemplated thereby, and the taking of all actions contemplated thereby; (ii) the Company referred due adoption by the sole stockholder of Wilshire Bank authorizing the transactions contemplated by the Bank Merger Agreement; (iii) the incumbency and true signatures of those officers of Wilshire Bank duly authorized to act on its behalf in paragraphs connection with the transactions contemplated by the Bank Merger Agreement and to execute and deliver the Bank Merger Agreement and any other agreements and documents contemplated thereby and the taking of all actions contemplated thereby on behalf of Wilshire Bank; and (viv) shall be acceptedthat the copy of bylaws of Wilshire Bank attached to such certificate is true and correct and such bylaws have not been amended except as reflected in such copy; (G) The certificate specified in Section 6.3(c) hereof; and (3H) such persons All other documents required to be delivered to Saehan by Wilshire or Newco under the provisions of this Agreement and all other documents, certificates and instruments as Purchaser may nominate shall be appointed as the new directors of the Company; and (x) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company Subsidiariesare reasonably requested by Saehan or its counsel.

Closing Deliveries. (a) At the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser shallthe following: (i) delivera certificate evidencing the number of Shares and the number of Warrants to purchase Warrant Shares as set forth opposite such Purchaser’s name on Schedule of Purchasers attached hereto as Attachment A (the Shares and Warrants referred to collectively herein as the “Units”) for the Per Unit Purchase Price. For each two (2) Shares purchased by a Purchaser, such Purchaser shall receive a Warrant, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire one (1) Warrant Share at an exercise price of $3.51 per Warrant Share in the form attached hereto as Exhibit A. The Company shall deliver or cause to be delivered, delivered to each Seller, duly executed instruments of transfer of such Seller’s Proportional Share of the Consideration Purchasers the stock certificates representing the Shares in favor of such Seller; andissued and Warrants issued as promptly as practicable following the Closing; (ii) deliver, or cause to be delivered, to each Seller, the written legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Cayman Islands counsel for Purchaserto the Company, in agreed form, addressed to Sellers and dated as of the Closing Date, in Purchasers; (iii) the form set forth in Exhibit F.Registration Rights Agreement duly executed by the Company. (b) At the Closing, the Company and Sellers each Purchaser shall deliver, deliver or cause to be delivered, delivered to Purchaser the following documents or instrumentsCompany the following: (i) duly executed instruments of transfer the product of the Acquired Shares Per Unit Purchase Price and the number of Units as set forth opposite such Purchaser’s name on Schedule of Purchasers attached hereto, in favor of Purchaser;United States dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; and (ii) share certificates representing Sellers’ ownership of the Acquired Shares (for cancellation);Registration Rights Agreement duly executed by such Purchaser. (iii) a copy of the register of members of the Company dated as of the Closing Date fully completed and certified by the Company’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition of the Acquired Shares; (iv) a share certificate representing Purchaser’s ownership of the Acquired Shares; (v) the written resignation of all directors of the Company from the board of directors of the Company duly executed Purchaser and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon Closing; (vi) a certificate of incumbency dated as of the Closing Date and issued by the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the Company; (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed to Purchaser dated as of the Closing Date, Selling Securityholder Questionnaire in the form set forth in attached hereto as Exhibit D; (viii) the written legal opinion of Zhong Lun Law Firm, PRC counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit E; (ix) the minutes of the board meetings of the Company resolving that: (1) the instruments of transfer referred to in paragraph (i) above shall be approved for; (2) the resignation of the directors of the Company referred to in paragraphs (v) shall be accepted; and (3) such persons as Purchaser may nominate shall be appointed as the new directors of the Company; and (x) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company Subsidiaries.C.

Closing Deliveries. (a) At the Closing, the Company shall deliver or cause to be delivered to each Purchaser shallthe following: (i) deliver, or cause a certificate representing the number of shares of Series B Preferred Stock to be deliveredpurchased by each such Purchaser at the Closing, to each Seller, duly executed instruments of transfer registered in the name of such Seller’s Proportional Share of the Consideration Shares in favor of such Seller; and (ii) deliver, or cause to be delivered, to each Seller, the written legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, Cayman Islands counsel for Purchaser, addressed to Sellers and dated as of the Closing Date, in the form set forth in Exhibit F. (b) At Closing, the Company and Sellers shall deliver, or cause to be delivered, to Purchaser the following documents or instruments: (i) duly executed instruments of transfer of the Acquired Shares in favor of Purchaser; (ii) share certificates a certificate representing Sellers’ ownership the number of shares of Series A-1 Preferred Stock to be issued to each such Purchaser at the Acquired Shares (for cancellation)Closing, registered in the name of such Purchaser; (iii) a copy the legal opinion of Company Counsel, in form and substance reasonably satisfactory to the Purchasers, executed by such counsel, the legal opinion of the register of members General Counsel of the Company, in form and substance reasonably satisfactory to the Purchasers, executed by such counsel, and the legal opinion of Lerman Senter PLLC, in form and substance reasonably satisfactory to the Purchasers, executed by such counsel; (iv) evidence that the Series B Certificate of Designations has been filed with and accepted by the Secretary of State of the State of Delaware; (v) evidence that the Series A-1 Certificate of Designations has been filed with and accepted by the Secretary of State of the State of Delaware; (vi) the Investor Rights Agreement, duly executed by the Company and all holders of Series B Preferred Stock (other than the Purchasers); (vii) the Proxy Statement, in form and substance reasonably satisfactory to the Purchasers; (viii) a certificate dated as of the Closing Date and certified signed by the Company’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition of the Acquired Shares; (iv) a share certificate representing Purchaser’s ownership of the Acquired Shares; (v) the written resignation of all directors Chief Executive Officer or Chief Financial Officer of the Company from certifying as to the board fulfillment of directors each of the Company and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon Closing; (vi) a certificate of incumbency dated as of the Closing Date and issued by the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the Company; (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form conditions set forth in Exhibit D; (viii) the written legal opinion of Zhong Lun Law Firm, PRC counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit E;Section 5.1; and (ix) any other document applicable to the minutes of Closing reasonably requested by the board meetings of Purchasers at least five (5) Business Days prior to the Closing Date. (b) At the Closing, each Purchaser shall deliver or cause to be delivered to the Company resolving that: (1) the instruments of transfer referred to in paragraph (i) above shall be approved for; the percentage of the Purchase Price indicated below such Purchaser’s name on the signature page of this Agreement under the heading “Applicable Percentage,” in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose and (2ii) the resignation certificates evidencing the shares of such Purchaser’s Series A Preferred Stock (or affidavits of loss, as applicable) in exchange for the directors certificate(s) evidencing the Gores Series A-1 Preferred Shares set forth opposite the name of such Purchaser on Schedule 2.1(a); provided, that the Company referred surrender of such certificates by such Purchaser shall not be a precondition to in paragraphs (v) shall be accepted; and (3) such persons as Purchaser may nominate shall be appointed as the new directors of the Company; and (x) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company Subsidiariescancellation thereof.

Closing Deliveries. (a) At ClosingOn or prior to the applicable Closing Date, the Company shall deliver or cause to be delivered to each Purchaser shallthe following: (i) deliverwith regard to the Initial Closing, or cause to be delivered, to each Seller, this Agreement duly executed instruments of transfer of such Seller’s Proportional Share of by the Consideration Shares in favor of such Seller; and (ii) deliver, or cause to be delivered, to each Seller, the written legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, Cayman Islands counsel for Purchaser, addressed to Sellers and dated as of the Closing Date, in the form set forth in Exhibit F. (b) At Closing, the Company and Sellers shall deliver, or cause to be delivered, to Purchaser the following documents or instruments: (i) duly executed instruments of transfer of the Acquired Shares in favor of PurchaserCompany; (ii) share certificates representing Sellers’ ownership legal opinions of Company BVI Counsel and Company U.S. Counsel, directed to the Acquired Shares (for cancellation)Placement Agent and the Purchasers, in a form reasonably acceptable to the Placement Agent and Purchasers; (iii) a copy of the register irrevocable instructions to the Transfer Agent to credit Ordinary Shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of members Purchaser or its respective nominee(s), for the Shares equal to such Purchaser’s pro rata portion of the Company dated as Purchase Price to be paid at the applicable Closing divided by the Per Share Purchase Price (plus, if applicable, such Purchaser’s aggregate exercise price of the Closing Date and certified by Pre-Funded Warrants, provided that such instructions shall state that the Companynumber of Ordinary Shares issuable upon exercise of such Purchaser’s Pre-Funded Warrants shall not be issued until exercise of such Purchaser’s Pre-Funded Warrants), registered agent in the British Virgin Islands, which gives effect to name of such Purchaser’s acquisition of the Acquired Shares; (iv) a share certificate representing duly executed Pre-Funded Warrants, if any, registered in the name of such Purchaser’s ownership of the Acquired Shares, as applicable to such Purchaser; (v) duly executed Common A Warrants registered in the written resignation name of all directors such Purchaser to purchase up to a number of Warrant Shares equal to the Company from the board total number of directors of the Company Shares and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon ClosingPre-Funded Warrants purchased by such Purchaser; (vi) a certificate of incumbency dated as of the Closing Date and issued by the Company’s duly executed Common B Warrants registered agent in the British Virgin Islands, showing that persons as name of such Purchaser may nominate shall have been appointed as to purchase up to a number of Warrant Shares equal to the new directors total number of the CompanyShares and Pre-Funded Warrants purchased by such Purchaser; (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & RiegelsCompany’s wire instructions, British Virgin Islands counsel for on Company letterhead and executed by the CompanyExecutive Chairman, addressed to Purchaser dated as of the Closing DateChief Executive Officer, in the form set forth in Exhibit Dor Chief Financial Officer; (viii) with regard to the written legal opinion of Zhong Lun Law FirmInitial Closing, PRC counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit Eduly executed Lock-Up Agreements; (ix) with regard to the minutes of Initial Closing, the board meetings of Prospectus and the Company resolving that: Prospectus Supplement (1) which may be delivered in accordance with Rule 172 under the instruments of transfer referred to in paragraph (i) above shall be approved forSecurities Act); (2x) a duly executed Officer’s Certificate, substantially in the resignation form acceptable to the Purchasers; (xi) reimbursement for legal expenses incurred by the Purchasers for legal counsel in connection with preparation of the directors of the Company referred Transaction Documents in an amount equal to in paragraphs (v) shall be accepted$40,000; and (3xii) all documents, instruments and other writings required to be delivered by the Company to the Purchasers on or before the applicable Closing Date pursuant to any provision of this Agreement or in order to implement and effect the transactions contemplated hereby. (b) On or prior to the applicable Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) with regard to the Initial Closing, this Agreement duly executed by such persons as Purchaser may nominate shall be appointed as the new directors of the CompanyPurchaser; and (xii) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses such Purchaser’s pro rata portion of the Company Purchase Price to be paid at the applicable Closing (minus, if applicable, a Purchaser’s aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash) as set forth on such Purchaser’s signature hereto by wire transfer to the Company Subsidiariesaccount specified in writing by the Company.

Closing Deliveries. (a) At The Buyer shall deliver the following documents at Closing, Purchaser shall: (i) deliver, or cause with respect to be delivered, to each Seller, the Property: (A) an assignment and assumption of landlord's interest in leases (an "Assignment of Leases") duly executed instruments by the Buyer in substantially the form of transfer Exhibit A hereto; (B) an assignment and assumption of such Seller’s Proportional Share contracts (an "Assignment of Contracts") duly executed by the Consideration Shares Buyer in favor substantially the form of such SellerExhibit B hereto; and (iiC) deliver, or cause to be delivered, to each Seller, notice letters ("Tenant Notices") duly executed by the written legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, Cayman Islands counsel for Purchaser, addressed to Sellers and dated as of the Closing DateBuyer, in the form set forth of Exhibit C attached hereto. Such notice letters shall be retained by the Seller and delivered by the Seller to each tenant and other such entity promptly following Closing. (ii) with respect to the transactions contemplated hereunder: (A) such other assignments, instruments of transfer, and other documents as the Seller may reasonably require in Exhibit F.order to complete the transactions contemplated hereunder or to evidence compliance by the Buyer with the covenants, agreements, representations and warranties made by it hereunder, in each case, duly executed by the Buyer; (B) a duly executed and sworn Secretary's Certificate from the Buyer (or the general partners of the Buyer, where appropriate) certifying that the Buyer has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (C) an executed and acknowledged Incumbency Certificate from the Buyer (or the general partners of the Buyer, where appropriate) certifying the authority of the officers of the Buyer (or the general partner of the Buyer, where appropriate) to execute this Agreement and the other documents delivered by the Buyer to the Seller at the Closing; and (D) all consents, approvals or waivers listed on Schedule I on terms satisfactory to the Seller. (b) At Closing, the Company and Sellers The Seller shall deliver, or cause to be delivered, to Purchaser deliver the following documents or instrumentsat Closing: (i) with respect to the Property: (A) a special warranty deed (a "Deed") in substantially the form of Exhibit D (with any necessary modifications in order to conform with the local laws for recording in the land records in the jurisdiction in which the Property is located), duly executed instruments by the Seller, without recourse, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer whatever rights in the Property the Seller has acquired subject only to the Permitted Exceptions; (B) the Assignment of transfer Leases duly executed by the Seller, together with copies, and if available, originals of the Acquired Shares Space Leases referred to in favor such assignment; (C) a ▇▇▇▇ of Purchasersale (a "▇▇▇▇ of Sale") duly executed by the Seller in substantially the form of Exhibit E hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which are currently located upon or attached to the Property; (D) the Assignment of Contracts duly executed by the Seller; (E) all keys to the Property which are in the Seller's possession; (F) an affidavit that the Seller is not a "foreign person" within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit F hereto; and (G) Tenant Estoppel Certificates and/or Seller Estoppels in satisfaction of Section 5.2(f) hereof. (ii) share certificates representing Sellers’ ownership with respect to the transactions contemplated hereunder: (A) such other assignments, instruments of transfer, and other documents as the Buyer may reasonably require in order to complete the transactions contemplated hereunder or to evidence compliance by the Seller with the covenants, agreements, representations and warranties made by it hereunder; (B) a duly executed and sworn Secretary's Certificate from the Seller (or the general partners of the Acquired Shares Seller, where appropriate) certifying that the Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; and (for cancellation);C) an executed and acknowledged Incumbency Certificate from the Seller (or the general partners of the Seller, where appropriate) certifying the authority of the officers of the Seller (or the general partner of the Seller, where appropriate) to execute this Agreement and the other documents delivered by the Seller to the Buyer at the Closing. (iii) In the event any Asset-Related Property is not assignable (such as a copy letter of credit that is not transferable), the Seller shall use commercially reasonable efforts to provide the Buyer, at no cost to the Seller, with the economic benefits of such property by enforcing such property (solely at the Buyer's direction) for the benefit and at the expense of the register of members of the Company dated as of the Closing Date and certified by the Company’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition of the Acquired Shares; (iv) a share certificate representing Purchaser’s ownership of the Acquired Shares; (v) the written resignation of all directors of the Company from the board of directors of the Company and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon Closing; (vi) a certificate of incumbency dated as of the Closing Date and issued by the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the Company; (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit D; (viii) the written legal opinion of Zhong Lun Law Firm, PRC counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit E; (ix) the minutes of the board meetings of the Company resolving that: (1) the instruments of transfer referred to in paragraph (i) above shall be approved for; (2) the resignation of the directors of the Company referred to in paragraphs (v) shall be accepted; and (3) such persons as Purchaser may nominate shall be appointed as the new directors of the Company; and (x) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company SubsidiariesBuyer.

Closing Deliveries. Subject to fulfillment or waiver of the conditions set forth in Article VIII, at the Closing, Buyer shall deliver to Sellers all of the following: (a) At Immediately available funds in the amount of the cash portion of the Purchase Price to be paid to each Seller in accordance with the payment and delivery instructions to be provided by Sellers to Buyer prior to the Closing, Purchaser shall:; (ib) deliver, or cause The CPAN Promissory Note; (c) A Security Agreement between Buyer and CPAN in the form attached hereto as Exhibit C (the "Security Agreement") together with any other documentation and filings necessary to be delivered, perfect a first priority lien in the Collateral (as defined in the Security Agreement) (the "CPAN Lien"); (d) A certificate of good standing of Buyer issued within thirty (30) days prior to each Seller, duly executed instruments the Closing Date by the Secretary of transfer of such Seller’s Proportional Share State of the Consideration Shares in favor State of such Seller; andDelaware; (iie) deliverA certificate of the Secretary of Buyer, or cause to be delivered, to each Seller, the written legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, Cayman Islands counsel for Purchaser, addressed to Sellers and dated as of the Closing Date, in as to the form set forth in Exhibit F. (b) At Closing, the Company and Sellers shall deliver, or cause to be delivered, to Purchaser the following documents or instruments: (i) duly executed instruments of transfer incumbency of the Acquired Shares officers of Buyer who have executed this Agreement or any other agreement or instrument delivered in favor connection therewith, and as to resolutions of Purchaser; (ii) share certificates representing Sellers’ ownership of the Acquired Shares (for cancellation); (iii) a copy of the register of members of the Company dated as of the Closing Date and certified by the Company’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition of the Acquired Shares; (iv) a share certificate representing Purchaser’s ownership of the Acquired Shares; (v) the written resignation of all directors of the Company from the board of directors of Buyer authorizing the Company execution, delivery and performance of this Agreement and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon Closingtransactions contemplated hereby; (vif) a A certificate of incumbency dated as an officer of the Closing Date and issued by the Company’s registered agent in the British Virgin IslandsBuyer, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the Company; (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed to Purchaser dated as of the Closing Date, certifying that as of such Closing Date, (i) each representation and warranty of Buyer contained in this Agreement is true and correct in all material respects; (ii) Buyer has complied in all material respects with all of its obligations under this Agreement; and (iii) the form condition set forth in Exhibit DSection 9.5 shall have been satisfied; (viiig) the written legal An opinion of Zhong Lun Law FirmBuyer's counsel, PRC counsel for the Company, addressed to Purchaser dated as of the Closing Date, substantially in the form set forth in of Exhibit E; (ix) the minutes of the board meetings of the Company resolving that: (1) the instruments of transfer referred to in paragraph (i) above shall be approved for; (2) the resignation of the directors of the Company referred to in paragraphs (v) shall be acceptedD attached hereto; and (3h) such persons Such other documents as Purchaser Sellers and Shareholder may nominate shall reasonably request or as may be appointed as otherwise necessary to evidence and effect the new directors of the Company; and (x) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company Subsidiariestransactions contemplated by this Agreement.

Closing Deliveries. In connection with the purchase of the Firm ------------------ Shares or Option Shares, as the case may be, by the Fund hereunder, the following deliveries and other matters shall take place either on or before the Closing Date or the Option Closing Date, as the case may be: (a) At Closing, Purchaser shall: (i) deliver, or cause The Company shall deliver to be delivered, to each Seller, duly executed instruments of transfer of such Seller’s Proportional Share the Fund all of the Consideration Shares documents referred to in favor Section 6 of such Seller; and (ii) deliver, or cause this Agreement and the Company shall receive delivery of all documents referred to be delivered, to each Seller, the written legal opinion in Section 7 of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, Cayman Islands counsel for Purchaser, addressed to Sellers and dated as of the Closing Date, in the form set forth in Exhibit F.this Agreement. (b) At Closing, The Fund shall receive a certificate from the Company and Sellers shall deliver, or cause to be delivered, to Purchaser the following documents or instruments: (i) duly executed instruments of transfer of the Acquired Shares in favor of Purchaser; (ii) share certificates representing Sellers’ ownership of the Acquired Shares (for cancellation); (iii) a copy of the register of members secretary of the Company dated as of the Closing Date and (certified by the Company’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition president of the Acquired Shares; (ivCompany) a share certificate representing Purchaser’s ownership enclosing true and correct copies of the Acquired Shares; (v) resolutions of the written resignation Board of all directors Directors of the Company from authorizing the board Company to enter into the Operative Agreements and sell to the Fund the Firm Securities and the Option Securities, as the case may be, certified copies of directors the Articles of Incorporation of the Company and its subsidiaries, copies of certificates of good standing for the written resignation Company and its subsidiaries, a representation that there have been no amendments to or documents affecting or altering the Articles of all legal representatives and directors Incorporation of the Company Subsidiaries from their respective officesor its subsidiaries since date of the certified copies thereof, effective upon Closing;attaching a true and correct form of the Preferred Securities, the Common Securities and Subordinated Debentures and certifying that the officers executing this certificate are duly elected officers of the Company. (vic) a certificate of incumbency dated as Each of the Closing Date Operative Agreements shall be executed and issued by the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate delivered and all performance required on or before such date shall have been appointed performed in all material respects. (d) The Company shall duly issue and deliver certificates to the Fund for the Firm Shares or the Option Shares, as the new directors case may be, to be purchased by the Fund and the applicable Guarantee. (e) The Company, the Bank Trust and the Fund shall execute a cross- receipt affirming that the Company has received the proceeds from the sale of Subordinated Debentures to the Bank Trust, the Bank Trust has received the proceeds from the sale of Fund Purchased Securities to the Fund, the Fund has received the certificates representing ownership of the Company; (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & RiegelsFund Purchased Securities, British Virgin Islands counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit D; (viii) the written legal opinion of Zhong Lun Law Firm, PRC counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit E; (ix) the minutes of the board meetings of the Company resolving that: (1) the instruments of transfer referred to in paragraph (i) above shall be approved for; (2) the resignation of the directors of the Company referred to in paragraphs (v) shall be accepted; and (3) such persons as Purchaser may nominate shall be appointed as the new directors of the Company; and (x) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company SubsidiariesBank Trust has received certificates representing the Subordinated Debentures.

Closing Deliveries. At the Closing: (a) At Closing, Purchaser shall: (i) Sellers will deliver, or cause to be delivered, to Buyers: (i) this Agreement, duly executed by each Seller, the Company and the Seller Representative; (ii) certificates representing the Shares, duly endorsed (or accompanied by duly executed instruments stock powers) for transfer to RGF; (iii) a certificate of transfer good standing (or equivalent certificate) for each of the Acquired Companies for the jurisdiction of its organization, together with a certified copy of the certificate of organization (or equivalent organizational document) (and all amendments thereto) for each such entity, in each case issued by the applicable Secretary of State as of a recent date; (iv) a certificate of the Company certifying, individually and in the aggregate, the amount of Debt to be Repaid and the holder or holders thereof, together with Payoff Letters executed by the applicable lender and the Company that, with respect to the applicable Debt to be Repaid, certify the amount of such Seller’s Proportional Share Debt to be Repaid, unconditionally commit to the release of all Encumbrances upon repayment of the Consideration Shares applicable Debt to be Repaid, if any, securing such Debt to be Repaid and are otherwise reasonably acceptable to Buyers; (v) a certificate of the Company certifying, individually and in favor the aggregate, the Company Transaction Expenses and Company IPO Expenses to be paid at Closing; (vi) employment agreements, dated as of the Closing Date, between the Company and each of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, executed by such Selleremployees and the Company (the “Executive Employment Agreements”); (vii) certified copies of the resolutions of the managers (or other applicable governing body) of each Seller that is not an individual and the Company, authorizing and approving the consummation of the Contemplated Transactions; (viii) the Consents, if any, listed on Schedule 3.5(b) and Schedule 3.7(b), executed by the consenting party and effective upon Closing; (ix) copies of the Option Cancellation Agreements, duly executed by the Company and each Option Holder; (x) the Escrow Agreement, duly executed by the Seller Representative; (xi) the Intercompany Loan Agreement duly executed by the Company; (xii) a UCC-3 statement in recordable form and a release with the US Patent and Trademark Office, each reasonably acceptable to Buyers releasing all Encumbrances for borrowed money with respect to the Intellectual Property of the Acquired Companies (xiii) a certificate that satisfies the requirements of Treasury Regulation Section 1.1445-2(c)(3), duly executed by an officer of the Company; (xiv) the Receipt duly executed by the Company; and (iixv) such other duly executed documents and certificates as may be reasonably requested by Buyers prior to the Closing. (b) Buyers will make the payments set forth in Section 2.4(b) and will deliver, or cause to be delivered, to each Seller, or as directed by the written legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, Cayman Islands counsel for Purchaser, addressed to Sellers and dated as of the Closing Date, in the form set forth in Exhibit F. (b) At Closing, the Company and Sellers shall deliver, or cause to be delivered, to Purchaser the following documents or instrumentsSeller Representative: (i) this Agreement duly executed instruments of transfer of the Acquired Shares in favor of Purchaserby Buyers; (ii) share certificates representing Sellers’ ownership of the Acquired Shares (for cancellation)Escrow Agreement, duly executed by the Buyer Representative and the Escrow Agent; (iii) a copy of the register of members of the Company dated as of the Closing Date and certified Intercompany Loan Agreement duly executed by the Company’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition of the Acquired SharesBuyers; (iv) a share certificate representing Purchaser’s ownership copies of the Acquired Sharesresolutions of the board of directors of Buyers, authorizing and approving the consummation of the Contemplated Transactions; (v) the written resignation of all directors of Receipt duly executed by the Company from the board of directors of the Company and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon Closing;Buyers; and (vi) a certificate of incumbency dated such other duly executed documents and certificates as of the Closing Date and issued may be reasonably requested by the Company’s registered agent in Seller Representative prior to the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the Company;Closing. (viic) Buyers will cause to be delivered to or as instructed by the written legal opinion holder of ▇▇▇▇▇▇ Westwood & Riegelseach Workers’ Compensation Letter of Credit an irrevocable letter of credit, British Virgin Islands counsel satisfactory in form and substance to the applicable holder, in substitution for the Company, addressed to Purchaser dated as applicable Workers’ Compensation Letter of the Closing Date, in the form set forth in Exhibit D; (viii) the written legal opinion of Zhong Lun Law Firm, PRC counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit E; (ix) the minutes of the board meetings of the Company resolving that: (1) the instruments of transfer referred to in paragraph (i) above shall be approved for; (2) the resignation of the directors of the Company referred to in paragraphs (v) shall be accepted; and (3) such persons as Purchaser may nominate shall be appointed as the new directors of the Company; and (x) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company SubsidiariesCredit.

Closing Deliveries. (a) At ClosingOn or prior to the Closing Date, Purchaser shall: (i) the parties shall execute and deliver, or cause to be executed and delivered, to each Seller, duly executed instruments of transfer of such Seller’s Proportional Share all of the Consideration Shares in favor following documents and instruments reasonably required to effectuate, consummate and implement the terms and conditions of such Seller; andthis Agreement (the “Closing Documents”): (iia) deliver, or cause to be delivered, to each Seller, the written legal opinion of ▇▇▇A separate ▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇of Sale executed by Seller sufficient to transfer and assign to Purchaser all of Seller’s right, Cayman Islands title and interest in and to its Assets, in substantially the form of Exhibit “C”; (b) A separate Assignment of Lease executed by Seller that is a party to a Real Property Lease, in substantially the form of Exhibit “D” or in such other form as may be reasonably acceptable to the Purchaser (the Lease has a form of assignment attached as an exhibit), sufficient to transfer Seller’s right, title and interest in and to the Real Property Lease to which it is a party and Leasehold Improvements thereon. (c) An assumption agreement pursuant to which Purchaser shall assume the Assumed Liabilities (the “Assumption Agreement”) in substantially the form of Exhibit “H”; (d) A compliance certificate executed by the appropriate officer of Seller in accordance with Section 7.6(a) and by Purchaser in accordance with Section 8.3(a) of this Agreement. (e) Queyrouze shall have executed and delivered to the Purchaser non-competition agreements in substantially the form attached hereto as Exhibit “E” relating, respectively to (i) Washington, and (ii) Oregon. (f) A legal opinion of Seller’s counsel for Purchaserand counsel retained by Seller in the jurisdiction of Oregon upon which Seller’s counsel bases his opinion, addressed to Sellers retained at Seller’s sole cost and expense, dated as of the Closing Date, in form and substance mutually and reasonably acceptable to the form set forth in Exhibit F. (b) At ClosingPurchaser and the Seller, which will opine as to the Company and Sellers shall deliver, or cause to be delivered, to Purchaser the following documents or instruments: following: (i) duly executed instruments of transfer of the Acquired Shares in favor of Purchaser; organization and valid existence; (ii) share certificates representing Sellers’ ownership of the Acquired Shares (for cancellation); foreign qualifications; (iii) a copy of the register of members of the Company dated as of the Closing Date power and certified by the Company’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition of the Acquired Shares; authority; (iv) a share certificate representing Purchaser’s ownership of the Acquired Shares; due authorization execution and delivery; (v) any conflicts with Seller’s organizational documents or local laws; (iv) the written resignation of all directors form of the Company from the board of directors of the Company and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon Closing; (vi) a certificate of incumbency dated as of the Closing Date and issued by the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the Company; assignment; (vii) the written legal opinion enforceability of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed to Purchaser dated as assignment against Seller; (viii) enforceability of the Closing Date, in the form set forth in Exhibit D; (viii) the written legal opinion of Zhong Lun Law Firm, PRC counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit E; Documents against Seller; and (ix) the minutes no undisclosed litigation. The costs of the board meetings any opinions of the Company resolving that: (1) the instruments of transfer referred to in paragraph (i) above counsel obtained by Purchaser shall be approved for; borne by Seller to the extent that the cost of such legal opinion(s) does not exceed Five Thousand (2$5,000) Dollars. To the resignation extent that the cost of the directors of the Company referred to in paragraphs such opinion(s) exceed Five Thousand (v$5,000) Dollars said cost shall be accepted; and (3) such persons as Purchaser may nominate shall be appointed as the new directors of the Company; and (x) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company Subsidiariesborne by Purchaser.

Closing Deliveries. (a) At Closing, Purchaser shall: (i) deliver, or cause to be delivered, to IMPV and ETECH shall each Seller, duly executed instruments of transfer of such Seller’s Proportional Share deliver any undelivered items of the Consideration Shares items set forth in favor of such Seller; and Section 8, (ii) deliverETECH shall deliver the $250,000 balance of the New Capital (as defined below) and those funds and the $250,000 previously deposited by ETECH pursuant to Section 2.3(a) shall be paid to American Stock Transfer & Trust Company (the "DEPOSITARY"), or cause (iii) IMPV shall irrevocably pay cash in an amount which, when added to the $500,000 referred to above, will equal the aggregate Buyback Price which would be deliveredpayable in the Share Buyback if all Buyback Interests, other than those held by the New IMPV Shareholders (as defined below), were tendered, and (iv) IMPV and ETECH shall have delivered mutually acceptable instructions to the Depositary meeting the requirements of this Section 1.2(b). The funds paid to the Depositary pursuant to items (ii) and (iii) shall be referred to herein as the "ESCROWED FUNDS." ETECH and IMPV shall give irrevocable instructions to the Depositary to hold the Escrowed Funds in escrow for the exclusive benefit of tendering holders of Buyback Interests and for the exclusive purpose of paying the Buyback Price to such holders. Arrangements satisfactory to IMPV and ETECH shall be made with the Depositary so that the Depositary is irrevocably bound to hold the Escrowed Funds in escrow for the exclusive benefit of tendering holders of Buyback Interests, to each Sellerpay the Buyback Price to such holders from the Escrowed Funds and to return to IMPV as soon as possible and in any event within two (2) business days any portion or portions of the Escrowed Funds which will not be required to fund the payment of the Buyback Price to tendering holders of Buyback Interests whenever the Depositary is able to determine that such portion or portions of the Escrowed Funds will not be so required. The arrangements shall provide, for the written legal opinion benefit of tendering holders of Buyback Interests, that the Depositary may not return any of the Escrowed Funds to IMPV other than as required above unless the Depositary is instructed to do so by a writing signed by both IMPV and Ronald B. Cooper. IMPV shall become the owner of the funds ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ & suant to item (ii) above when the Articles of Merger are filed with the Arizona Corporation Commission, but not before. If the Articles of Merger are not filed with the Arizona Corporation Commission within 30 days from the date of the Closing, ETECH and IMPV shall provide written instructions to the Depositary, signed by them and by Ronald B. Cooper, directing the Depositary to return the ▇▇▇▇▇▇▇, Cayman Islands counsel for Purchaser, addressed ▇ Funds by wire to Sellers and dated as of the Closing Date, in bank accounts from which they were transferred to the form set forth in Exhibit F. (b) At Closing, the Company and Sellers shall deliver, or cause to be delivered, to Purchaser the following documents or instruments: (i) duly executed instruments of transfer of the Acquired Shares in favor of Purchaser; (ii) share certificates representing Sellers’ ownership of the Acquired Shares (for cancellation); (iii) a copy of the register of members of the Company dated as of the Closing Date and certified by the Company’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition of the Acquired Shares; (iv) a share certificate representing Purchaser’s ownership of the Acquired Shares; (v) the written resignation of all directors of the Company from the board of directors of the Company and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon Closing; (vi) a certificate of incumbency dated as of the Closing Date and issued by the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the Company; (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit D; (viii) the written legal opinion of Zhong Lun Law Firm, PRC counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit E; (ix) the minutes of the board meetings of the Company resolving that: (1) the instruments of transfer referred to in paragraph (i) above shall be approved for; (2) the resignation of the directors of the Company referred to in paragraphs (v) shall be accepted; and (3) such persons as Purchaser may nominate shall be appointed as the new directors of the Company; and (x) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company SubsidiariesDepositary.

Closing Deliveries. (a) At Closing, Purchaser shallHoldings shall deliver or cause to be delivered to Purchaser: (i) deliveran officer’s certificate, or cause to be delivered, to each Sellerdated as of the Closing Date, duly executed instruments by an authorized officer of transfer of such Seller’s Proportional Share Holdings, relating to the satisfaction of the Consideration Shares Closing conditions set forth in favor of such Seller; andSection 9.1(a) (as it relates to Holdings), Section 9.1(b) and Section 9.1(e) (the “Holdings Closing Certificate”); (ii) delivera certificate of the Secretary of Holdings certifying that attached thereto is a true and complete copy of resolutions adopted by the board of directors of Holdings authorizing the execution, delivery and performance of this Agreement and the Holdings Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iii) a resignation from each of the Companies, as applicable, of each officer or cause director of the Companies listed in Section 3.2 of the Disclosure Schedule, effective as of the Closing; (iv) if the Optional Put has not been exercised and closed prior to be deliveredClosing, evidence reasonably satisfactory to each Seller, Purchaser that the written legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & Minority Interest Buyout has been consummated or will be consummated concurrently with the Closing, in all material respects in the form attached hereto as Exhibit VI (the “▇▇▇▇▇▇▇▇ Minority Buyout Agreement”); and (v) a counterpart of the assignment and assumption agreement related to the BP Claim in substantially the form attached hereto as Exhibit VII (the “BP Claim Assignment”), Cayman Islands counsel for duly executed by the applicable Company. (b) At Closing, each Seller shall deliver or cause to be delivered to Purchaser original stock certificate(s) or affidavits of lost stock representing the Shares, as applicable, owned by such Seller, duly endorsed in blank or accompanied by applicable transfer powers. (c) At Closing, the Seller Representative shall deliver (or shall cause to be delivered) to Purchaser: (i) an executed counterpart to the Escrow Agreement; (ii) an officer’s certificate, addressed to Sellers and dated as of the Closing Date, in duly executed by an authorized officer of the form Seller Representative on behalf of each of the Sellers, relating to the satisfaction of the Closing conditions set forth in Exhibit F.Section 9.1(a) (as it relates to each such Seller) and Section 9.1(b) (as it relates to each such Sellers) (the “Seller Closing Certificate”); and (biii) either (A) a duly executed certificate, in compliance with Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3), certifying that the shares of stock of Holdings are not United States real property interests within the meaning of Code Section 897(c) and that the transactions contemplated by this Agreement are exempt from withholding under Code Section 1445, and a form of notice to the Internal Revenue Service in accordance with the requirements of Treasury Regulations Section 1.897-2(h)(2), each in a form acceptable to the Purchaser, or (B) certifications of non-foreign status executed by each Seller (or, if any Seller is a disregarded entity for U.S. federal income tax purposes, a certificate from such Seller’s regarded owner for such purposes) and satisfying the requirements of § 1.1445-(b)(2)(i), of the United States Treasury Regulations promulgated under the Code, certifying that the transactions contemplated by this Agreement are exempt from withholding under Section 1445 of the Code, each in a form acceptable to the Purchaser; provided that notwithstanding Section 9.1(f) such delivery shall not be a condition to the obligation of Purchaser to consummate the transactions contemplated by this Agreement, but if Seller Representative fails to deliver such certificates Purchaser shall be permitted to withhold from the consideration payable pursuant to this Agreement the amount required by Section 1445 of the Code. (d) At Closing, the Company and Sellers Purchaser shall deliver, deliver (or cause to be delivered, ) or shall pay (or cause to be paid) by wire transfer of immediately available funds pursuant to written instructions delivered to Purchaser prior to Closing, as the following documents or instrumentscase may be: (i) duly executed instruments of transfer of to each Stockholder, the Acquired Shares in favor of Purchaseramounts payable to such Stockholder pursuant to Section 2.2(d); (ii) share certificates representing Sellers’ ownership of to each Person owed the Acquired Shares Debt Payoff Amount (for cancellationor portion thereof), an amount equal to the Debt Payoff Amount (or portion thereof) owed to such Person (as set forth in the Payoff Letters) as directed in writing by Holdings; (iii) a copy to Holdings, for the benefit of the register Optionholders, the Optionholder Gross Closing Amount by wire transfer of members immediately available funds, as directed in writing by Holdings, for payment by Holdings to such Optionholders through Holdings’ or one of the Company dated as of the Closing Date and certified by the Company’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition of the Acquired Sharesits Subsidiaries’ payroll systems; (iv) a share certificate representing Purchaser’s ownership to each Person or Persons owed any Transaction Expenses, an amount equal to the Transaction Expenses owed to such Person or Persons as directed in writing by Holdings; provided that, if so directed by Holdings, any such amounts which constitute compensation payments shall instead be delivered to Holdings for payment by Holdings to such individual through Holdings’ or one of the Acquired Sharesits Subsidiaries’ payroll systems; (v) to the written resignation of all directors of the Company from the board of directors of the Company and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective officesSellers, effective upon Closing; (vi) a certificate of incumbency dated as of the Closing Date and issued by the Companyan officer’s registered agent in the British Virgin Islandscertificate, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the Company; (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed to Purchaser dated as of the Closing Date, in duly executed by an authorized officer of Purchaser, relating to the form satisfaction of the Closing conditions set forth in Exhibit DSection 9.2(a) and Section 9.2(b) (the “Purchaser Closing Certificate”); (viiivi) to the written legal opinion of Zhong Lun Law FirmSellers, PRC counsel for the Company, addressed to Purchaser dated as a certificate of the Closing DateSecretary of Purchaser certifying that attached thereto is a true and complete copy of resolutions adopted by the board of managers of Purchaser authorizing the execution, in delivery and performance of this Agreement and the form set forth in Exhibit E; (ix) Purchaser Documents and the minutes consummation of the board meetings of transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the Company resolving that: (1) resolutions adopted in connection with the instruments of transfer referred to in paragraph (i) above shall be approved for; (2) the resignation of the directors of the Company referred to in paragraphs (v) shall be acceptedtransactions contemplated hereby and thereby; and (3vii) to the Seller Representative, an executed counterpart to the Escrow Agreement. (e) As soon as practicable following Closing (following Holdings receipt of the payment contemplated by Section 2.2(d) above), Holdings shall pay to the Optionholders the Option Cancellation Payments (less the amount of Option Taxes with respect to such persons Option Cancellation Payments) pursuant to Section 2.7. (f) Purchaser or Seller, as applicable, shall be entitled to deduct and withhold from the payments otherwise payable pursuant to this Agreement such amounts (or portions thereof) as Purchaser or Seller is legally required to deduct and withhold with respect to the making of such payment under the Code, the rules and regulations promulgated thereunder or any provision of applicable Law. To the extent that amounts are so deducted or withheld and paid over to the appropriate Governmental Authority by Purchaser or Seller, as the case may nominate be, such withheld amounts shall be appointed treated for all purposes of this Agreement as having been paid to the new directors Person in respect of which such deduction and withholding was made by Purchaser or Seller. (g) Notwithstanding anything to the contrary herein, but without limiting Purchaser’s obligations hereunder (including Purchaser’s obligation to pay the Closing Consideration), Purchaser shall be entitled at the Closing to direct that any of the Company; and (x) Shares be transferred by the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses Sellers to one or more of the Company and the Company SubsidiariesPurchaser’s Affiliates in lieu of any such transfer to Purchaser itself.

Closing Deliveries. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) At Closing, Purchaser shallTransferor shall deliver to Acquiror: (i) delivera ▇▇▇▇ of sale, or cause to be deliveredcontribution, to each Sellerassignment and assumption agreement by and between Transferor and Acquiror in substantially the form of Exhibit 5.02(a)(i) (the “▇▇▇▇ of Sale, duly Assignment and Assumption Agreement”), executed instruments of transfer of such Seller’s Proportional Share of the Consideration Shares in favor of such Seller; andby Transferor; (ii) deliveran amended and restated limited liability company agreement by and among Acquiror, Mud Duck Equities LLC (“Mud Duck”) and Transferor in substantially the form of Exhibit 5.02(a)(ii) (the “LLC Agreement”), executed by Transferor; (iii) a transition services agreement by and among Municipal Mortgage & Equity LLC (“MuniMae”), Parent, Transferor and Acquiror in substantially the form of Exhibit 5.02(a)(iii) (the “Transition Services Agreement”), executed by Transferor, Parent and MuniMae; (iv) a non-competition, non-solicitation and non-disparagement agreement substantially in the form of Exhibit 5.02(a)(iv) in which Transferor, MuniMae and Parent each agrees that for five years after the Closing Date it will not, and it will cause its Affiliates not to, (A) compete directly or indirectly with the Business or Acquiror in originating or acquiring loans for sale to Agencies (provided that originating tax-exempt or taxable Mortgage Loans secured by mortgages on affordable housing developments which are to be sold to Agencies will not be deemed to be competing with the Business or the Acquiror to the extent that the entity that originates the Mortgage Loans does not sell them directly to the Agencies and grants Acquiror an option of first refusal to buy the loans from the entity for resale to Agencies), (B) solicit Acquiror’s employees, (C) attempt to cause or induce any borrower, client, customer, investor, supplier, licensee, licensor, franchisee, employee or consultant of Transferor to cease doing business with Acquiror or to deal with any competitor of Acquiror, or cause otherwise attempt to be deliveredinterfere with any such Person’s relationship with Acquiror, or (D) disparage Acquiror or any of Acquiror’s directors, officers, employees or agents (the “Non-Compete Agreement”); (v) amendments to each Sellerof the Separation Agreements and Correspondent Agreements, the written legal opinion dated January 31, 2007, of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ and ▇▇▇▇▇ Filter with MMA Financial, Cayman Islands counsel for PurchaserInc., addressed to Sellers a Maryland corporation, in substantially the form of Exhibit 5.02(a)(v) (the “Amendment and Termination Agreement”), executed by Transferor, MuniMae and MMA Financial, Inc.; (vi) an executed security agreement, dated as of the Closing Date, in a form to be agreed upon prior to the form set forth in Exhibit F. (b) At Closing, granting the Company and Sellers shall deliver, or cause to be delivered, to Purchaser the following documents or instruments: (i) duly executed instruments of transfer of the Acquired Shares in favor of Purchaser; (ii) share certificates representing Sellers’ ownership of the Acquired Shares (for cancellation); (iii) Acquiror a copy of the register of members of the Company dated as of the Closing Date and certified by the Company’s registered agent security interest in the British Virgin IslandsLetter of Credit Collateral as provided for in Section 8.08 (the “Security Agreement”), which gives effect to Purchaser’s acquisition of the Acquired Shares; (iv) a share certificate representing Purchaser’s ownership of the Acquired Shares; (v) the written resignation of all directors of the Company from the board of directors of the Company and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon Closing; (vi) a certificate of incumbency dated as of the Closing Date and issued executed by the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the CompanyTransferor; (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed Recorded Assignments (subject to Purchaser dated as of the Closing Date, in the form Transferor’s post-closing obligations set forth in Exhibit DSection 8.12(c)); (viii) the written legal opinion of Zhong Lun Law Firm, PRC counsel for the Company, addressed to Purchaser dated as evidence of the Closing Daterelease of all Liens on Acquired Assets, in the form set forth in Exhibit Eother than Permitted Liens; (ix) a certificate executed by the minutes Secretary of Transferor certifying and attaching all requisite resolutions or actions of Transferor’s board of directors and shareholders approving the execution and delivery of this Agreement and the consummation of the board meetings transactions contemplated hereby and certifying to the incumbency and signatures of the Company resolving that: (1) officers of Transferor executing this Agreement, the instruments of transfer referred Transaction Documents to in paragraph (i) above shall be approved forwhich Transferor is a party, and any other document relating to the transactions contemplated hereby; (2x) evidence that any bank accounts, other accounts, safe deposit boxes, lock boxes and safes related to the resignation of Business that are the directors of Lender Loss Reserve Accounts or Related Escrow Accounts or to which payments relating to any Mortgage Loans or other Acquired Assets purchased hereunder are directed to be made have been transferred to the Company referred Acquiror (to the extent that the Acquiror requests that such accounts be transferred to the Acquiror), or, in paragraphs the alternative, Transferor shall transfer the cash and cash equivalents in such accounts to new accounts established by Acquiror; (vxi) shall be acceptedsubject to Transferor’s post-closing obligations set forth in Section 8.02, the Books and Records included in the Acquired Assets; and (3xii) such persons other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as Purchaser may nominate shall reasonably be appointed requested by Acquiror, each in form and substance reasonably satisfactory to Acquiror and executed by Transferor, Parent and/or MuniMae, as applicable, including evidence that prior to the new directors Closing good and transferable title to all Acquired Assets owned by an Affiliate of Transferor (including with respect to the Company; andAcquired Assets owned by MuniMae listed on Schedule 2.01(h)) has been duly and lawfully transferred by such Affiliate to Transferor free of any Liens. (xb) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company Subsidiaries.Acquiror shall deliver to Transferor:

Closing Deliveries. (a) At or prior to the Closing, Purchaser shallthe Sellers shall deliver to the Buyer: (i) deliverthe Purchased Assets; (ii) evidence that the Sellers have, at the Sellers’ expense and without cost or cause other adverse consequence to be deliveredthe Buyer, sent all notices, made all filings and obtained all Consents (except for Consents under Third Party Agreements) and Orders required in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby; (iii) all Ancillary Agreements to each Sellerwhich any Seller is a party, dated the Closing Date and duly executed instruments of transfer of by such Seller’s Proportional Share ; (iv) evidence of the Consideration Shares acceptance of employment with the Buyer of at least ninety percent (90%) of the Identified Employees, including each of the individuals named by the Buyer in favor writing and delivered to the Sellers on or prior to the date hereof; (v) restrictive covenant and work made for hire agreements executed by each Transferred Employee in form and substance reasonably satisfactory to the Buyer; (vi) an opinion of such Sellercounsel to the Sellers, dated the Closing Date, substantially in the form of Exhibit A; (vii) a certificate dated the Closing Date executed by the President or other authorized officer of each Seller certifying as to the satisfaction of each of the conditions set forth in Article VI substantially in the form of Exhibit B; (viii) a certificate dated the Closing Date executed by the Secretary of each Seller certifying as to the director, stockholder and other resolutions authorizing the Transaction Documents substantially in the form of Exhibit C; (ix) good standing certificates for each Seller dated within ten (10) days prior to the Closing Date from its jurisdiction of organization; (x) evidence of the release of all Encumbrances on the Purchased Assets; (xi) all documents obtained by the Sellers pursuant to Section 6.3; and (iixii) deliversuch other agreements, or cause certificates, instruments and documents as the Buyer may reasonably request in order to be delivered, to each Seller, fully consummate the written legal opinion transactions contemplated by and carry out the purposes and intent of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, Cayman Islands counsel for Purchaser, addressed to Sellers and dated as of the Closing Date, in the form set forth in Exhibit F.this Agreement. (b) At or prior to the Closing, the Company and Sellers Buyer shall deliver, or cause deliver to be delivered, to Purchaser the following documents or instrumentsSellers: (i) duly executed instruments of the Closing Payment by wire transfer of to the Acquired Shares in favor of PurchaserSellers’ Account; (ii) share certificates representing Sellers’ ownership all Ancillary Agreements to which the Buyer is a party, dated the Closing Date and duly executed by the Buyer; (i) a certificate dated the Closing Date executed by the President or other authorized officer of the Acquired Shares (for cancellation)Buyer certifying as to the satisfaction of each of the conditions set forth in Article VII substantially in the form of Exhibit D; (iii) a copy of the register of members of the Company certificate dated as of the Closing Date and certified executed by the Company’s registered agent Secretary of the Buyer certifying as to the director, stockholder and other resolutions authorizing the Transaction Documents substantially in the British Virgin Islands, which gives effect to Purchaser’s acquisition form of the Acquired Shares;Exhibit E; and (iv) a share certificate representing Purchaser’s ownership of the Acquired Shares; (v) the written resignation of all directors of the Company from the board of directors of the Company such other agreements, certificates, instruments and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon Closing; (vi) a certificate of incumbency dated as of the Closing Date and issued by the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed documents as the new directors Sellers may reasonably request in order to fully consummate the transactions contemplated by and carry out the purposes and intent of the Company; (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit D; (viii) the written legal opinion of Zhong Lun Law Firm, PRC counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit E; (ix) the minutes of the board meetings of the Company resolving that: (1) the instruments of transfer referred to in paragraph (i) above shall be approved for; (2) the resignation of the directors of the Company referred to in paragraphs (v) shall be accepted; and (3) such persons as Purchaser may nominate shall be appointed as the new directors of the Company; and (x) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company Subsidiariesthis Agreement.

Closing Deliveries. (a) At the Closing, Purchaser shall: (i) shall deliver, or cause to be delivered, to each SellerSeller (or one or more other Seller Entities designated by Seller or, duly executed instruments of transfer of such Seller’s Proportional Share in the case of the Consideration Shares Purchaser FDA Transfer Letters, to the applicable Governmental Entity, with a simultaneous copy to Seller) the following: (i) payment, by wire transfer(s) to one or more bank accounts designated in favor of writing by Seller (such Seller; anddesignation to be made by Seller at least two (2) Business Days prior to the Closing Date), an amount in immediately available funds equal to the Closing Purchase Price; (ii) deliver, or cause the certificate to be delivereddelivered pursuant to Section 7.3(c); (iii) a counterpart of the Transition Services Agreement, to each Sellerin substantially the form attached as Exhibit C hereto (the “Transition Services Agreement”), duly executed by Purchaser and, if applicable, one or more of the written legal opinion Purchaser Designees; (iv) a counterpart of ▇▇▇the Assignment and Assumption Agreement and ▇▇▇▇ of Sale for the Purchased Assets and the Assumed Liabilities (to the extent any Purchased Asset or Assumed Liability is not held by a Purchased Entity), by and between the applicable Seller Entities and Purchaser and, if applicable, one or more of the Purchaser Designees, in substantially the form attached as Exhibit D hereto (the “Assignment Agreement and ▇▇▇▇ & ▇▇▇▇▇▇▇of Sale”), Cayman Islands counsel for Purchaserduly executed by Purchaser and, addressed to Sellers and dated as if applicable, one or more of the Closing DatePurchaser Designees; (v) a counterpart to the Purchaser Manufacturing and Supply Agreement, in substantially the form set forth attached as Exhibit E-1 hereto (the “Purchaser Manufacturing and Supply Agreement”), duly executed by Purchaser and, if applicable, one or more of the Purchaser Designees; (vi) a counterpart to the Seller Manufacturing and Supply Agreement, in substantially the form attached as Exhibit F.E-2 hereto (the “Seller Manufacturing and Supply Agreement”), duly executed by Purchaser and, if applicable, one or more of the Purchaser Designees; (vii) a counterpart to the ORx Distribution Agreement, in substantially the form attached as Exhibit E-3 hereto (the “ORx Distribution Agreement”), duly executed by Purchaser and, if applicable, one or more of the Purchaser Designees; and (viii) the Purchaser FDA Transfer Letters, duly executed by Purchaser or the applicable Purchaser Designees. (b) At the Closing, the Company and Sellers Seller shall deliver, or cause to be delivered, to Purchaser (or, in the following documents or instrumentscase of the Seller FDA Transfer Letters, to the applicable Governmental Entity, with a simultaneous copy to Purchaser) the following: (i) duly executed instruments of transfer of the Acquired Shares in favor of Purchasercertificate to be delivered pursuant to Section 7.2(c); (ii) share certificates representing Sellers’ ownership a counterpart of the Acquired Shares (for cancellation)Transition Services Agreement, duly executed by each Seller Entity named as a party thereto; (iii) (A) with respect to Direct Purchased Entity Shares of Direct Purchased Entities incorporated in Israel, share transfer deeds with respect to such Direct Purchased Entity Shares duly executed in proper form for transfer and a copy shareholder register for such Direct Purchased Entity, together with the share registry of each Direct Purchased Entity incorporated in Israel reflecting Purchaser or the appropriate Purchaser Designee or other Purchased Entity (in accordance with this Agreement) as the sole shareholder of such entity (except as otherwise set forth on Section 2.4(a)(ii) of the register Seller Disclosure Schedules), and (B) with respect to Direct Purchased Entity Shares of members Direct Purchased Entities not incorporated in Israel, certificates evidencing such Direct Purchased Entity Shares, to the extent that such Direct Purchased Entity Shares are in certificate form, duly endorsed in blank or with stock powers duly executed in proper form for transfer, and, to the extent such Direct Purchased Entity Shares are not in certificated form, other evidence of ownership or assignment (reasonably satisfactory to Purchaser) evidencing the transfer of the Company dated as of the Closing Date and certified by the Company’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition of the Acquired relevant Direct Purchased Entity Shares; (iv) a share certificate representing Purchaser’s ownership counterpart of the Acquired SharesAssignment Agreement and ▇▇▇▇ of Sale duly executed by each Seller Entity named as a party thereto; (v) a counterpart to the written resignation of all directors of the Company from the board of directors of the Company Purchaser Manufacturing and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon ClosingSupply Agreement duly executed by each Seller Entity named as a party thereto; (vi) a certificate of incumbency dated counterpart to the Seller Manufacturing and Supply Agreement duly executed by each Seller Entity named as of the Closing Date and issued by the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the Companya party thereto; (vii) a counterpart to the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed to Purchaser dated ORx Distribution Agreement duly executed by each Seller Entity named as of the Closing Date, in the form set forth in Exhibit Da party thereto; (viii) the written legal opinion of Zhong Lun Law Firm, PRC counsel Assignment Agreements for the CompanyPatents, addressed to Purchaser dated as of Trademarks and Internet Properties included in the Closing DatePurchased Assets, substantially in the form set forth of the documents attached as Exhibit F hereto (collectively, the “IP Assignment Agreements”), in Exhibit Eeach case, duly executed by each Seller Entity named as the assignor thereunder; (ix) the minutes from each Seller Entity that is a “United States person” (as such term is defined in Section 7701(a)(30) of the board meetings of the Company resolving that: (1Code) the instruments of transfer referred to in paragraph (i) above shall be approved fora valid duly executed IRS Form W-9; (2x) the resignation written resignations or evidence of removal of each corporate director and officer of the directors of Purchased Entities in his or her capacity as such, as Purchaser shall have requested in writing at least ten (10) Business Days prior to the Company referred to in paragraphs (v) shall be acceptedClosing Date; and (3) such persons as Purchaser may nominate shall be appointed as the new directors of the Company; and (xxi) the complete set Seller FDA Transfer Letters, duly executed by one or more of company seals and chops (including common chopSeller and/or its Subsidiaries, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company Subsidiariesas applicable.

Closing Deliveries. (a) At Closing, Purchaser shallSeller shall deliver to Buyer the following: (i) deliver, or cause to be delivered, to each Seller, duly An executed instruments of transfer of such Seller’s Proportional Share of the Consideration Shares in favor of such Seller; and (ii) deliver, or cause to be delivered, to each Seller, the written legal opinion of ▇▇▇▇▇▇▇ of sale in the form attached hereto as Exhibit A (the “▇▇▇▇ & ▇▇▇▇▇▇▇, Cayman Islands counsel for Purchaser, addressed to Sellers and dated as of the Closing Date, in the form set forth in Exhibit F. (b) At Closing, the Company and Sellers shall deliverSale”), or cause to be deliveredsuch other good and sufficient instruments of assignment, transfer and conveyance as Buyer shall reasonably request, to Purchaser convey and to transfer to Buyer all of Seller’s right, title and interest in and to the following documents or instruments: (i) duly executed instruments of transfer of the Acquired Shares in favor of PurchaserPurchased Assets; (ii) share certificates representing Sellers’ ownership of an executed assignment and assumption agreement whereby Seller will assign to Buyer its rights and obligations under the Acquired Shares Purchased Assets, Assumed Contracts, and Assumed Liabilities in the form attached hereto as Exhibit B (for cancellationthe “Assignment and Assumption Agreement”); (iii) a copy of the register of members of the Company dated as of the Closing Date an executed assignment and certified by the Company’s registered agent assumption agreement whereby Seller will assign to Buyer its rights and obligations in the British Virgin Islands, which gives effect to Purchaser’s acquisition of Intellectual Property in the Acquired Sharesform attached hereto as Exhibit C (the “IP Assignment and Assumption Agreement”); (iv) a share certificate representing Purchaserresolutions of Seller’s ownership Board of Directors approving this Agreement and the Acquired Shares;transactions contemplated hereby, certified by the Secretary of Seller; and (v) such other documents as Buyer may reasonably request in order to evidence and effectuate the written resignation obligations and duties of all directors of Seller pursuant to this Agreement. (b) At the Company from Closing, Buyer shall deliver to Seller the board of directors of following: (i) the Company Assignment and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon ClosingAssumption Agreement; (viii) a good standing certificate of incumbency dated as of the Closing Date and for Buyer issued by the Company’s registered agent in the British Virgin IslandsConnecticut Secretary of State, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the Companydated a recent date; (viiiii) resolutions of Buyer’s Manager approving this Agreement and the written legal opinion transactions contemplated hereby, certified by the Secretary of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit D; (viii) the written legal opinion of Zhong Lun Law Firm, PRC counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit E; (ix) the minutes of the board meetings of the Company resolving that: (1) the instruments of transfer referred to in paragraph (i) above shall be approved for; (2) the resignation of the directors of the Company referred to in paragraphs (v) shall be acceptedBuyer; and (3iv) such persons other documents as Purchaser Seller may nominate shall be appointed as reasonably request in order to evidence and effectuate the new directors obligations and duties of the Company; and (x) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company SubsidiariesBuyer pursuant to this Agreement.

Closing Deliveries. (a) At the Closing, the Company shall deliver or cause to be delivered to each Purchaser shallthe following: (i) delivera Note, or cause to be delivered, to each Seller, duly executed instruments of transfer registered in the name of such SellerPurchaser, in the principal amount indicated below such Purchaser’s Proportional Share name on the signature page of this Agreement under the Consideration Shares in favor of such Seller; andheading “Note Principal Amount” (ii) delivera Warrant, or cause registered in the name of such Purchaser, pursuant to be delivered, which such Purchaser shall have the right to acquire such number of Underlying Shares indicated below such Purchaser’s name on the signature page of this Agreement under the heading “Warrant Shares”. (iii) with respect to each SellerPurchaser who was also a purchaser under the Previous Note Agreement (as hereinafter defined), a Warrant in the written name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire such number of Underlying Shares indicated below such Purchaser’s name on the signature page of this Agreement under the heading “Additional Warrant Shares” (iv) the legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, Cayman Islands counsel for Purchaser, addressed to Sellers and dated as of the Closing DateCompany Counsel, in the form set forth in of Exhibit F. (b) At ClosingD, executed by such counsel and delivered to the Company and Sellers shall deliver, or cause to be delivered, to Purchaser the following documents or instruments: (i) duly executed instruments of transfer of the Acquired Shares in favor of Purchaser; (ii) share certificates representing Sellers’ ownership of the Acquired Shares (for cancellation); (iii) a copy of the register of members of the Company dated as of the Closing Date and certified by the Company’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition of the Acquired Shares; (iv) a share certificate representing Purchaser’s ownership of the Acquired SharesPurchasers; (v) the written resignation of all directors of the Company from the board of directors of Transfer Agent Instructions duly executed by the Company and acknowledged by the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon ClosingCompany’s transfer agent; (vi) a certificate of incumbency dated as the Security Agreement duly executed by the Company in favor of the Closing Date and issued by the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the CompanyPurchaser; (vii) proper financing statements in form appropriate for filing under the written legal opinion Personal Property Security Act, Uniform Commercial Code or similar legislation of ▇▇▇▇▇▇ Westwood & Riegelsall jurisdictions that the Purchasers may reasonably deem necessary or desirable in order to perfect and protect the liens and security interests created under the Security Agreement, British Virgin Islands counsel for covering the Company, addressed to Purchaser dated as of the Closing Date, collateral described in the form set forth in Exhibit DSecurity Agreement; (viii) the written legal opinion of Zhong Lun Law Firm, PRC counsel for Pledge Agreement duly executed by the Company, addressed to Purchaser dated as Company in favor of the Closing Date, in the form set forth in Exhibit E;Purchaser; and (ix) any other document reasonably requested by the minutes of Purchasers or Purchaser Counsel. (b) At the board meetings of Closing, each Purchaser shall deliver or cause to be delivered to the Company resolving that: (1) the instruments of transfer referred to in paragraph following (i) above shall be approved forthe purchase price indicated below such Purchaser’s name on the signature page of this Agreement under the heading “Purchase Price”, in United States dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; (2ii) the resignation of the directors of the Company referred to in paragraphs (v) shall be acceptedSecurity Agreement duly executed by such Purchaser; and (3) such persons as Purchaser may nominate shall be appointed as the new directors of the Company; and (xiii) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company SubsidiariesPledge Agreement duly executed by such Purchaser.

Closing Deliveries. At the Closing on the Closing Date, (A) the Seller shall deliver to the Purchaser fully executed copies of the following: (a) At all such bills of sale, assignments of all intellectual property related to or arising from the Technology, contract assignments and other documents and instruments of sale, assignment, conveyance and transfer, necessary to sell and transfer the Purchased Assets to the Purchaser; (b) the articles of incorporation for BSI, certified by the Secretary of State of the State of New York as of a date within one (1) week prior to Closing, Purchaser shall: ; (ic) deliver, or cause certificates of good standing for BSI from the State of New York and any other state where BSI is required to be deliveredqualified to transact business as a foreign corporation, issued within one (1) week prior to each SellerClosing; (d) a copy of BSI's by-laws, duly executed instruments as certified by its Secretary; (e) a certified copy of transfer of such Seller’s Proportional Share minutes (or the unanimous written consent) of the Consideration Shares in favor Board of such SellerDirectors of BSI authorizing and approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; and (iif) deliver, or cause to be delivered, to each Seller, the written legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, Cayman Islands counsel for Purchaser, addressed to Sellers and dated as of the Closing Date, in the form set forth in Exhibit F. (b) At Closing, the Company and Sellers shall deliver, or cause to be delivered, to Purchaser the following documents or instruments: (i) duly executed instruments of transfer of the Acquired Shares in favor of Purchaser; (ii) share certificates representing Sellers’ ownership of the Acquired Shares (for cancellation); (iii) a copy of the register of members of the Company dated as of the Closing Date and certified by the Company’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition of the Acquired Shares; (iv) a share certificate representing Purchaser’s ownership of the Acquired Shares; (v) the written resignation of all directors of the Company from the board of directors of the Company and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon Closing; (vi) a certificate of incumbency dated as of the Closing Date and issued by the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the Company; (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & RiegelsLLP, British Virgin Islands special counsel for the CompanySeller, addressed in form and substance reasonably satisfactory to Purchaser dated as of the Purchaser; (g) any and all UCC-3 termination statements or other documents needed to release any liens on the Purchased Assets; (h) a docket identifying all prosecution and maintenance fee events due within 90 days after the Closing Date, in Date with respect to the form set forth in Exhibit D; Scheduled Intellectual Property; and (viiii) such other documents as the Purchaser may reasonably request to carry out the purposes of this Agreement; (B) the written legal opinion of Zhong Lun Law Firm, PRC counsel for Purchaser shall deliver to the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit E; Seller: (ixi) the Purchase Price, by wire transfer to an account specified by the Seller in writing; (ii) a certified copy of minutes of the board meetings Boards of Directors of the Company resolving that: Purchaser authorizing and approving the execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated hereby; (1iii) such documents of assignment and assumption with respect to the instruments BSI/Rochester Exclusive License as the Seller may reasonably request; and (iv) such other documents as the Seller may reasonably request to carry out the purposes of transfer referred this Agreement; and (C) CMC shall deliver to in paragraph the Seller: (i) above shall be approved for; (2) the resignation a Secretary’s Certificate of CMC confirming authorization and approval of the directors execution, delivery and performance by CMC of this Agreement and the consummation of the Company referred to in paragraphs transactions contemplated hereby; and (v) shall be accepted; and (3ii) such persons as Purchaser may nominate shall be appointed other documents as the new directors Seller may reasonably request to carry out the purposes of the Company; and (x) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company Subsidiariesthis Agreement.

Closing Deliveries. (a) At Closing, Purchaser shall: (i) deliver, or cause to be delivered, to each Seller, duly executed instruments of transfer of such Seller’s Proportional Share of the Consideration Shares in favor of such Seller; and (ii) deliver, or cause to be delivered, to each Seller, the written legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, Cayman Islands counsel for Purchaser, addressed to Sellers and dated as of On the Closing Date, in the form set forth in Exhibit F. (b) At Closing, the Company and Sellers shall deliver, or cause to be delivered, to Purchaser Parent the following documents or instrumentsfollowing: (i) a duly completed and executed instruments certification in the form provided for in Treasury Regulation section 1.1445-2(b)(2) from Wexford Equities and each holder of transfer equity interests in the Related Entities, certifying that each is not a foreign person; provided, however, that if any holder of Company LLC Interests or equity interests in the Acquired Shares in favor Related Entities does not provide such a certification, Parent shall deduct and withhold a portion of Purchaserany consideration payable to or with respect to such holder; (ii) share certificates representing Sellers’ ownership a certificate of the Acquired Shares (for cancellation)secretary or an assistant secretary of the Company certifying as to the Company Articles and the Operating Agreement of the Company and resolutions of the Managing Member of the Company approving the Merger and the other transactions contemplated hereby; (iii) a copy certificate of the register secretary or an assistant secretary of members Wexford Development and Wexford Finance, certifying as to the articles of organization and the operating agreement of Wexford Development and Wexford Finance, respectively, and resolutions of the Company dated as Managing Member of Wexford Development and Wexford Finance approving the Closing Date Related Entity Transfers and certified by the Company’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition of the Acquired Sharesother transactions contemplated hereby; (iv) a share certificate representing Purchaser’s ownership of the Acquired Sharessecretary or an assistant secretary of Wexford Agent, certifying as to the articles of incorporation and the bylaws of Wexford Agent, and resolutions of the board of directors and sole stockholder of Wexford Agent approving the Related Entity Transfers and the other transactions contemplated hereby; (v) the written resignation of all directors for each of the entities listed on Schedule II, a certificate of good standing issued by the Secretary of State (or other similar and competent authority) of its state of formation and of such other applicable jurisdictions where the entity is qualified to do business (or, if so indicated on Schedule II for a particular entity, bringdown confirmation of good standing for such entity), in each case as of a recent date prior to the Closing Date; and (vi) the other deliverables contemplated by Section 7.02. (b) On the Closing Date, Parent and Merger Sub shall deliver, or cause to be delivered, to the Company from the following: (i) a certificate of the secretary of each of General Partner, Parent and Merger Sub certifying as to its articles of incorporation, certificate of limited partnership or articles of organization and bylaws, partnership agreement or operating agreement, as applicable, and resolutions of the board of directors of General Partner, as the Company General Partner of Parent, for itself and Parent as the direct or indirect owner of all of the limited liability company interests of Merger Sub as of the date hereof, approving the Merger, the Related Entity Transfers and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon Closingother transactions contemplated hereby; (viii) for each of General Partner, Parent and Merger Sub, a certificate of incumbency dated good standing from SDAT, in each case as of the Closing Date and issued by the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the Company; (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed a recent date prior to Purchaser dated as of the Closing Date, in the form set forth in Exhibit D; (viii) the written legal opinion of Zhong Lun Law Firm, PRC counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit E; (ix) the minutes of the board meetings of the Company resolving that: (1) the instruments of transfer referred to in paragraph (i) above shall be approved for; (2) the resignation of the directors of the Company referred to in paragraphs (v) shall be accepted; and (3) such persons as Purchaser may nominate shall be appointed as the new directors of the Company; and (xiii) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company Subsidiariesother deliverables contemplated by Section 7.03.

Closing Deliveries. (a) At the Closing, Purchaser shall: (i) deliver, or cause Asset Sellers shall deliver to be delivered, to each Seller, duly executed instruments of transfer of such Seller’s Proportional Share of the Consideration Shares in favor of such Seller; and (ii) deliver, or cause to be delivered, to each Seller, the written legal opinion of Asset Buyer: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ & Asset Purchase Agreement 7 (i) any notarial deeds or other transaction agreements or documents required under Swiss law for Asset Sellers to sell, assign, transfer and convey and, as appropriate, record and perfect unencumbered title to a particular Acquired Asset to Asset Buyer, duly executed by Asset Sellers, including in particular the Real Property Deed and the related application to the real estate register, completed and signed by Asset Sellers and ready for immediate filing with the real property register by Asset Buyer; (ii) the means necessary for Asset Buyer to take possession of the Acquired Assets; (iii) a receipt from Asset Sellers for the Closing Payment paid to Asset Sellers; (iv) copy of a resolution of the board of directors of Asset Sellers authorizing and approving this Agreement and the transactions contemplated under this Agreement; (v) the Transaction Agreements to which Asset Seller 2 is a Party, duly executed by Asset Seller 2; (vi) the Transaction Agreements to which Asset Seller 1 is a Party, duly executed by Asset Seller 1; and (vii) copy of the complete employment files of all Transferred Employees (including their employment agreements and any other employment, compensation and benefits related documentation). (b) At the Closing, Asset Buyer shall deliver to Asset Seller: (i) the amount of the Closing Payment by wire transfer of immediately available funds to the bank accounts as designated by Asset Sellers in SCHEDULE 3.2 ; (ii) a receipt evidencing Asset Buyer's receipt of the Acquired Assets; (iii) the Transaction Agreements to which Asset Buyer is a party, duly executed by Asset Buyer; (iv) copy of a resolution of the board of directors of Asset Buyer authorizing and approving this Agreement and the transactions contemplated under this Agreement; and (v) the Guaranty. ▇▇▇▇▇▇▇, Cayman Islands counsel for Purchaser, addressed to Sellers and dated as of the Closing Date, in the form set forth in Exhibit F. (b) At Closing, the Company and Sellers shall deliver, or cause to be delivered, to Purchaser the following documents or instruments: (i) duly executed instruments of transfer of the Acquired Shares in favor of Purchaser; (ii) share certificates representing Sellers’ ownership of the Acquired Shares (for cancellation); (iii) a copy of the register of members of the Company dated as of the Closing Date and certified by the Company’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition of the Acquired Shares; (iv) a share certificate representing Purchaser’s ownership of the Acquired Shares; (v) the written resignation of all directors of the Company from the board of directors of the Company and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon Closing; (vi) a certificate of incumbency dated as of the Closing Date and issued by the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the Company; (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit D; (viii) the written legal opinion of Zhong Lun Law Firm, PRC counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit E; (ix) the minutes of the board meetings of the Company resolving that: (1) the instruments of transfer referred to in paragraph (i) above shall be approved for; (2) the resignation of the directors of the Company referred to in paragraphs (v) shall be accepted; and (3) such persons as Purchaser may nominate shall be appointed as the new directors of the Company; and (x) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company Subsidiaries.Asset Purchase Agreement 8

Closing Deliveries. (a1) At Closing, Purchaser shall: (i) deliver, On Closing the Seller shall deliver or cause to be delivered, delivered to each Seller, duly executed instruments of transfer of such Seller’s Proportional Share of the Consideration Shares in favor of such Seller; and (ii) deliver, or cause to be delivered, to each Seller, the written legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, Cayman Islands counsel for Purchaser, addressed to Sellers and dated as of the Closing Date, in the form set forth in Exhibit F. (b) At Closing, the Company and Sellers shall deliver, or cause to be delivered, to Purchaser the following documents or instrumentsBuyer: (ia) duly executed instruments minutes of transfer a meeting of the Acquired Shares in favor of Purchaser; (ii) share certificates representing Sellers’ ownership of the Acquired Shares (for cancellation); (iii) a copy of the register of members of the Company dated as of the Closing Date and certified by the Company’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition of the Acquired Shares; (iv) a share certificate representing Purchaser’s ownership of the Acquired Shares; (v) the written resignation of all directors of the Company from the board of directors of the Company Seller authorising the execution and performance of this Agreement and each of the Agreed Documents and the written resignation performance of all legal representatives and directors each of the Company Subsidiaries from their respective offices, effective upon Closingmatters contemplated by this Agreement and the Agreed Documents; (vib) a the certificate of incumbency dated as of or certificates representing the Closing Date and issued by the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the CompanyShares; (viic) the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed to Purchaser dated as a transfer of the Closing DateShares in agreed form, in duly executed by the form set forth in Exhibit DSeller; (viiid) the written legal opinion of Zhong Lun Law Firmall statutory books and registers, PRC counsel for the Companyminute books, addressed to Purchaser dated as share certificate books and corporate seals of the Closing Date, in the form set forth in Exhibit ECorporation; (ixe) the minutes a true copy of the board meetings Excluded Assets and Liabilities Transfer Agreement duly executed by the Seller and the Corporation; (f) a true copy of the Company resolving that:Transitional Services Agreement duly executed by the Seller and the Corporation; (1g) a written resignation and release of all claims against the instruments Corporation, in agreed form, duly executed by each director and officer of transfer referred to the Corporation designated by the Buyer; (h) a guarantee in paragraph agreed form duly executed by Visteon Corporation in favour of the Buyer and the Corporation, guaranteeing on the terms set out therein the performance by the Seller and/or Visteon Global Technologies, Inc., as the case may be, of their obligations contained in this Agreement, the Agreed Documents, the Business Purchase Agreement, the BPA Agreed Documents and the Excluded Assets and Liabilities Transfer Agreement, as the case may be; (i) above shall be approved forthe duly completed Licences to Assign executed by the landlord of the Leasehold Premises; (j) the duly completed Leasehold Transfers; (k) the duly completed Surrender Documents; (l) the TR1 relating to the Freehold Premises; and (m) the title deeds and documents relating to the Premises listed in part 3 of Schedule 4 (2) On Closing the resignation Buyer shall deliver or cause to be delivered to the Seller: (a) written resolution of the board of directors of the Company Buyer authorising the execution and performance of this Agreement and each of the Agreed Documents and the performance of each of the matters contemplated by this Agreement and the Agreed Documents; (b) the payment referred to in paragraphs (v) shall be acceptedclause 2.3; and (3c) such persons as Purchaser may nominate shall be appointed a guarantee in the agreed form duly executed by Linamar Corporation in favour of the Seller, guaranteeing on the terms set out therein: (i) the performance by the Buyer of its obligations contained in this Agreement and the Agreed Documents, and (ii) the performance by the Corporation of its obligations contained in the Business Purchase Agreement, the BPA Agreed Documents and the Excluded Assets and Liabilities Transfer Agreement, as the new directors of the Company; and (x) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company Subsidiariescase may be.

Closing Deliveries. (a) At Closing, Purchaser shall: (i) deliver, or cause to be delivered, to each Seller, duly executed instruments of transfer of such Seller’s Proportional Share of the Consideration Shares in favor of such Seller; and (ii) deliver, or cause to be delivered, to each Seller, the written legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, Cayman Islands counsel for Purchaser, addressed to Sellers and dated as of the Closing Date, in the form set forth in Exhibit F. (b) At Closing, the Company and Sellers following shall deliver, or cause occur: (a) The Seller shall have delivered to be delivered, to Purchaser Buyer each of the following documents or instrumentsfollowing: (i) duly executed original of an assignment of membership interests (and other instruments of transfer conveyance), in the form attached hereto as Exhibit D (the “Assignment of Membership Interest”), conveying all of Seller’s right, title and interest to the Acquired Shares in favor Securities to Buyer, free and clear of Purchaserall Liens, except for those created by Buyer or applicable securities Laws; (ii) share stock certificates representing Sellers’ ownership evidencing the shares of the Acquired Shares (for cancellation)Management; (iii) a fully executed copy of the register of members of Limited Liability Agreement for Seller (the Company dated as of the Closing Date and certified by the Company’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition of the Acquired Shares“Seller Operating Agreement”); (iv) a share certificate representing Purchaser’s ownership certified copies of the Acquired Sharesresolutions duly adopted by the board of managers (or equivalent governing body) of (A) Seller authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby, and the consummation of all transactions contemplated hereby, or (B) M2P2 authorizing the transfer of its Securities to Seller by its members immediately prior to the Closing; (v) the written resignation minute books, stock or equity records, corporate seal, copies of all directors corporate organizational documents and other materials related to the corporate administration of each of the Company from the board of directors of Companies and the Company and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon ClosingSubsidiaries; (vi) the resignations of all members of the boards of managers or directors and all officers of the Companies identified by Buyer prior to the Closing; (vii) an original, duly executed by Seller and the Escrow Agent, of the Escrow Agreement; and (viii) an original, duly executed by Seller, of the Pledge Agreement. (b) The Parties have received: (i) the consents, approvals and waivers set forth on Schedule 2.01(b), and (ii) a certificate of incumbency dated letter from Hormel Foods Corporation (“Hormel”) (1) stating that to Hormel’s knowledge, no default currently exists under any Hog Procurement Agreements in effect as of the Closing Date between any Companies and issued by Hormel (the Company’s registered agent “Hog Procurement Agreements”) and (2) attaching a schedule setting forth the Market Ledger Balance (as such term is defined in the British Virgin IslandsHog Procurement Agreements) under the Hog Procurement Agreements as of August 14, showing that persons as Purchaser may nominate 2010. (c) Buyer shall have been appointed as the new directors delivered each of the Companyfollowing to Seller or the Escrow Agent, as applicable: (i) to Seller, the Preliminary Purchase Price (less the Escrow Amount) as set forth in Section 1.03; (ii) to the Escrow Agent, the Escrow Amount as set forth in Section 1.05; (iii) to Seller, certified copies of the resolutions duly adopted by Buyer’s board of directors authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby, and the consummation of all transactions contemplated hereunder and thereunder; (iv) to Seller, a form of amendment to the M2P2 Operating Agreement (the “M2P2 Operating Agreement Amendment”), whereby M2P2 elects to have its membership interests treated as securities for purposes of Article 8 of the Uniform Commercial Code (as defined in the Pledge Agreement) to be duly authorized and executed immediately after the Closing; (v) to Seller, a form of certificate representing the Securities to be duly authorized, issued and executed immediately after the Closing (the “Certificate”); (vi) to Seller, an original, duly executed by Buyer and the Escrow Agent, of the Escrow Agreement; (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegelsto Seller, British Virgin Islands counsel for the Companyan original, addressed to Purchaser dated as duly executed by Buyer, of the Closing Date, in the form set forth in Exhibit D;Note; and (viii) the written legal opinion of Zhong Lun Law Firmto Seller, PRC counsel for the Companyan original, addressed to Purchaser dated as duly executed by Buyer, of the Closing DatePledge Agreement and the documents or certificates required under the Pledge Agreement, in the form set forth in Exhibit E; (ixincluding pursuant to Section 2(c) the minutes of the board meetings of the Company resolving that: (1) the instruments of transfer referred to in paragraph (i) above shall be approved for; (2) the resignation of the directors of the Company referred to in paragraphs (v) shall be accepted; and (3) such persons as Purchaser may nominate shall be appointed as the new directors of the Company; and (x) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company SubsidiariesPledge Agreement.

Closing Deliveries. (a) DERMAdoctor’s, the Sellers’ and the Founders’ Deliveries. At the Closing, Purchaser shallthe Sellers and the Founders, as applicable, shall have delivered or cause to be delivered to NovaBay the following: (i) deliver, an instrument of assignment or cause to be delivered, to each Sellerother instrument of transfer, duly executed instruments of as necessary by the Sellers for the transfer of such Seller’s Proportional Share all of the Consideration Shares Membership Units to NovaBay as provided in favor of such Seller; andSection 2.1 hereof; (ii) deliver, or cause a counterpart signature page to be delivered, to the Escrow Agreement duly executed by each Seller, of the written legal opinion Sellers; (iii) the Employment Agreement for each of ▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, Cayman Islands counsel for Purchaserin form and substance attached hereto as Exhibit B-1 and Exhibit B-2, addressed to Sellers and dated as respectively (collectively, the “Employment Agreements”), duly executed by each of the Closing Date, in the form set forth in Exhibit F. (b) At Closing, the Company and Sellers shall deliver, or cause to be delivered, to Purchaser the following documents or instruments: (i) duly executed instruments of transfer of the Acquired Shares in favor of Purchaser; (ii) share certificates representing Sellers’ ownership of the Acquired Shares (for cancellation); (iii) a copy of the register of members of the Company dated as of the Closing Date and certified by the Company’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition of the Acquired SharesFounders; (iv) a share certificate representing Purchaser’s ownership of counterpart signature page to the Acquired SharesSide Letter duly executed by ▇▇▇▇▇▇ ▇▇▇▇▇; (v) the written resignation of all directors of the Company from the board of directors of the Company IP Assignment Agreement, duly executed by DERMAdoctor, Papillon and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon Closing▇▇▇▇▇▇ ▇▇▇▇▇; (vi) a certificate of incumbency dated as of the Closing Date of DERMAdoctor, attesting to, and issued attaching thereto: (A) the articles of organization, including all amendments, of DERMAdoctor as in effect at the time of Closing; (B) the operating agreement, including all amendments, of DERMAdoctor as in effect at the time of Closing; (C) the incumbency of DERMAdoctor’s officers executing this Agreement and the other Transaction Documents; (D) duly executed resolutions adopted by the Company’s registered agent in managers of DERMAdoctor and the British Virgin IslandsSellers authorizing, showing adopting and approving the Agreement and the Contemplated Transactions, and stating that persons as Purchaser may nominate shall such resolutions have not been appointed as amended, modified, revoked or rescinded; and (E) a good standing certificate with respect to DERMAdoctor dated no more than five (5) days prior to the new directors of the CompanyClosing Date; (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed to Purchaser a certificate dated as of the Closing Date from each of the Sellers, attesting to, and attaching thereto: (A) the organizational documents, including all amendments, of such Seller in effect at the time of Closing; (B) the incumbency of such Seller’s officers or authorized manager executing this Agreement and the other Transaction Documents; (C) duly executed resolutions adopted by the Seller authorizing, adopting and approving the sale of the Membership Units, this Agreement and the other Contemplated Transactions, and stating that such resolutions have not been amended, modified, revoked or rescinded; and (D) a good standing certificate with respect to such Seller dated no more than five (5) days prior to the Closing Date, in the form set forth in Exhibit D; (viii) the a written legal opinion of Zhong Lun Law Firm, PRC counsel for the Company, addressed to Purchaser dated as acknowledgement of the Closing DateFlow of Funds Memo, in duly executed by DERMAdoctor, the form set forth in Exhibit ESellers and the Founders; (ix) the minutes a non-foreign Person affidavit or statement from each Seller to avoid withholding under Sections 1445 and 1446(f) of the board meetings of the Company resolving that: (1) the instruments of transfer referred to in paragraph (i) above shall be approved for; (2) the resignation of the directors of the Company referred to in paragraphs (v) shall be accepted; and (3) such persons as Purchaser may nominate shall be appointed as the new directors of the CompanyCode; and (x) such other documents or instruments that NovaBay reasonably requests prior to the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of Closing Date to effect the Company and the Company SubsidiariesContemplated Transactions.

Closing Deliveries. At the Closing on the Closing Date: a. Seller shall sell, assign, transfer and convey to Buyer (aor its designee) At Closingall of its right, Purchaser shalltitle and interest in and to the Transferred Assets, free and clear of all Encumbrances, except for Permitted Encumbrances, and shall use distributions from the Cure Escrow Account to pay all Cure Amounts due under any Executory Contracts. Such sale, assignment, transfer and conveyance shall be effected or evidenced by delivery by Seller to Buyer of appropriate quit claim deeds, bills of sale, assignments and other documents as Buyer may reasonably require in form and substance reasonably acceptable to Buyer and Seller, including without limitation: (i) deliver, or cause certificates dated the Closing Date and validly executed by an officer of Seller to be delivered, to each Seller, duly executed instruments of transfer of such Seller’s Proportional Share of the Consideration Shares effect that the conditions set forth in favor of such Seller; andSection 9 have been satisfied; (ii) deliver, or cause to be delivered, to each Seller, the written a legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇in-house counsel to Seller, Cayman Islands counsel for Purchaserdated the Closing Date, addressed to Sellers Buyer, regarding the corporate authority of Seller to consummate the transactions contemplated by this Agreement, in the form attached hereto as Schedule 4.2(a)(ii); (iii) all documents, certificates and agreements necessary to transfer to Buyer good and marketable title to the Transferred Assets, free and clear of any Encumbrances thereon, except for Permitted Encumbrances, including: (A) an assignment and assumption agreement, assigning to Buyer all of Seller's rights and obligations arising under the Executory Contracts, in the form attached hereto as Schedule 4.2(a)(iii); (B) (1)an assignment of lease, dated as of the Closing Date, with respect to each Assumed Real Property Lease, in form and substance reasonably acceptable to Buyer, together with any necessary transfer declarations or other filings (and in recordable form if required by Buyer) or, (2) evidence acceptable to Buyer in its reasonable discretion that no such assignment of lease is required with respect to the form set forth in Exhibit F.applicable Assumed Real Property Lease; (biv) At Closingthe Title Policy and Survey for each parcel of Real Property; (v) a certified copy of the Sale Order; (vi) the Transition Services Agreement, executed by Seller; and (vii) the Company and Sellers Coffeyville Letter Agreement, executed by Seller. b. Buyer shall deliver, or cause deliver to be delivered, to Purchaser the following documents or instrumentsSeller: (i) duly executed instruments of transfer of the Acquired Shares in favor of PurchaserClosing Payment; (ii) share certificates representing Sellers’ ownership dated the Closing Date and validly executed by an officer of Buyer to the Acquired Shares (for cancellation)effect that the conditions set forth in Section 10 have been satisfied; (iii) a copy of an assignment and assumption agreement, pursuant to which Buyer assumes the register of members of the Company dated as of the Closing Date and certified by the Company’s registered agent Assumed Liabilities, in the British Virgin Islands, which gives effect to Purchaser’s acquisition of the Acquired Sharesform attached hereto as Schedule 4.2(a)(iii); (iv) a share certificate representing Purchaser’s ownership legal opinion of in-house counsel to Buyer, dated the Acquired SharesClosing Date, addressed to Seller, regarding the corporate authority of Buyer to consummate the transactions contemplated by this Agreement, in the form attached hereto as Schedule 4.2(b)(iv); (v) the written resignation of all directors of the Company from the board of directors of the Company and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective officesTransition Services Agreement, effective upon Closing;executed by Buyer, and (vi) a certificate of incumbency dated as of the Closing Date and issued Coffeyville Letter Agreement, executed by the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the Company; (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit D; (viii) the written legal opinion of Zhong Lun Law Firm, PRC counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit E; (ix) the minutes of the board meetings of the Company resolving that: (1) the instruments of transfer referred to in paragraph (i) above shall be approved for; (2) the resignation of the directors of the Company referred to in paragraphs (v) shall be accepted; and (3) such persons as Purchaser may nominate shall be appointed as the new directors of the Company; and (x) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company SubsidiariesBuyer.